You must adhere to the terms and conditions for any use of the KNS Site ("Site" as defined below). These terms and conditions are a legal agreement between you and the company or business you work for, and KNS Accessories Mfg. Inc. ("KNS") stating the terms that govern all orders from KNS and your use of this Site (the "Agreement"). Please read the entire Agreement carefully.
Orders: Sections 14 and 15, below, apply to all orders (whether placed by phone, through this Site, or by some other method). You agree that, by placing an order with KNS, you expressly accept the terms and conditions listed in sections 14 and 15.
Use of the Site. Sections 1 through 13 apply specifically to any use of the Site. You agree that your use of the Site or any services available on or through the Site constitutes acceptance of the terms and conditions herein. If you work for or represent a business, you represent and agree that you are authorized by that business to enter into this Agreement on behalf of that business. KNS is relying on the fact that you are authorized to enter into this Agreement on behalf of that business. If at any time you do not agree to be bound by this Agreement, you must immediately stop using the Site.
KNS may from time to time amend, supplement or modify the terms of this Agreement. You must check this Agreement periodically for changes. Your continued use of the Site following the posting of any amendment, supplement or modification means that you accept and agree to it/them.
1. The Site. The Site includes everything posted on or provided through pages posted at http://www.grandgeneral.com or any other websites owned or controlled by KNS including, but not limited to the following general categories:
Content: Content encompasses everything you see, hear, or otherwise receive from, on or through the Site, including but not limited to all software, marketing tools, images, graphics, photographs, works, copyright-protectable subject matter, trademarks, service marks, trade dress logos, trade names, text, documents and sounds, and all services provided through the Site.
Marketing Tools: Online marketing tools and services provided by KNS on or through the Site include, but are not limited to Catalog, Image Library including video library, price list, display tools and sample program.
Software: This includes the KNS Barcode Scanning Website (see software license terms, in Section 7, below), all documentation distributed with it, and any upgrades, updates or enhancements to it.
2. Use of the Site. You may access, use or download Content for your business only as specifically permitted on the Site, or for your personal, noncommercial purposes. KNS grants you a limited, revocable, nonexclusive right to use the Marketing Tools as specifically permitted on the Site, for the purposes expressed on the Site. No other use of Content or Marketing Tools is allowed. These limited rights are granted to you as long as you:
You may not upload post, transmit, distribute or otherwise publish on or to the Site any of the following:
You may not interfere with the Site or any other user's use of the Site by, for example, overloading, flooding, mail-bombing or crashing the Site, sending spam of any kind through the Site, or inserting any code or product or manipulating the Content in any way that affects any third party's experience of the Site.
KNS may, at its sole discretion, terminate your access to the Site if it believes that you have directly or indirectly violated all or portions of your obligations under this Section 2.
KNS does not warrant or represent that you or other customers are permitted to use any third party marks. Any use of third party marks must comply with any restrictions imposed by the mark owner, and is done at the customer's own risk. KNS is not responsible for the conduct of any person using the Site.
3. User Submissions. You will provide accurate, current, and complete information as may be required in the course of using the Site. You further agree to maintain and update your information to ensure it is at all times accurate, current, and complete. KNS may terminate your use of portions or the entire Site if any information you provide is false, misleading, inaccurate or incomplete, as determined by KNS in its sole discretion. You agree that KNS may store and use any information you provide on an unrestricted basis for purposes of lawfully conducting its business, including but not limited to, keeping you up to date on product offerings.
4. Use by Children. The Site is intended only for those ages 18 and older. If you are under 18, you may not register or submit personally identifiable information on, to or through the Site. KNS does not collect personally identifiable information from any person KNS knows to be under 18.
6. Image. All images, photographs, pictures, designs and illustrations appearing in the Site ("Images") are protected by copyright law and other applicable laws and regulations. Images in the Site are intended for use by KNS customers only. By accessing the Site, you represent and warrant that you are a customer of KNS and will at all times comply with all applicable laws, regulations, this Agreement and any other terms and conditions of use. You may not use Images for any purpose unrelated to your business with KNS. Images are updated from time to time. You may only use current Images and it is your responsibility to ensure that, at all times, you use current Images. Any Images not currently found in the Site may not be used for any purpose. Use of model or other images that would be potentially unflattering, defamatory, libelous, or otherwise unlawful is strictly prohibited.
7. Software License. Your downloading or use of any software on or through the Site is expressly conditioned on your continued compliance with this Agreement. IF YOU DO NOT AGREE WITH ANY OR ALL OF THE TERMS IN THIS AGREEMENT, YOU MAY NOT INSTALL OR USE THE SOFTWARE. KNS grants to you, and you accept, a limited, non-exclusive, nontransferable, revocable license to use the Software in machine readable, object code form only, on one personal computer, for the sole purpose of furthering the sale of KNS products and services through you and your business. You may terminate this license by removing the Software from your computer and destroying all copies of it. This license will automatically terminate if you breach any of the terms or conditions of this Agreement. You agree to remove and destroy the Software from your computer upon termination.
8. Intellectual Property. Unless otherwise noted, KNS owns or has licensed all Content, and any copyright, trademark, patent or other intellectual property, which is protected under U.S. and international laws and treaties. The Site contains various protected trademarks, patents and trade names owned by KNS. Other trademarks used on the Site are the property of their respective owners. You may not use any KNS or other trademarks as part of your company name, corporate name, and trade name or domain name.
9. Disclaimers and Liability Limitations. YOU USE THE SITE (INCLUDING WITHOUT LIMITATION THE CONTENT, MARKETING TOOLS AND SOFTWARE) (COLLECTIVELY, THE "KNS PROPERTIES") SOLELY AT YOUR OWN RISK. KNS PROVIDES THE KNS PROPERTIES ON AN "AS-IS, WITH ALL FAULTS" BASIS, AND DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING BUT NOT LIMITED TO ACCURACY, COMPLETENESS, IMPLIED WARRANTIES OF MERCHANTABILITY, AND NONINFRINGEMENT AND ANY IMPLIED INDEMNITIES. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE KNS PROPERTIES IS WITH YOU. SHOULD THE KNS PROPERTIES PROVE DEFECTIVE, YOU AND NOT KNS, THE MANUFACTURER, DISTRIBUTOR, OR RETAILER ASSUMES THE ENTIRE COST. IN NO EVENT WILL KNS OR ITS LICENSORS BE LIABLE UNDER ANY THEORY FOR ANY DAMAGES RELATED TO YOUR USE OF OR INABILITY TO USE THE KNS PROPERTIES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOSS OF OR DAMAGE TO PROPERTY, EVEN IF KNS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. If you are dissatisfied with the Site or any of the terms in this Agreement, your sole and exclusive remedy is to stop using the Site. You understand and agree that KNS would not make the Site available "but for" your agreement to these disclaimers and liability limitations, and that KNS is at all times relying on your agreement to these disclaimers and liability limitations when it provides you with access to and use of the Site.
10. Indemnification. You agree to defend, indemnify and hold harmless KNS and its affiliates, officers, directors, owners, agents, employees, contractors and licensors from and against any and all actual or threatened claims, damages, costs and expenses, including all costs, expenses and reasonable attorneys' fees (including without limitation, fees and costs incurred in a bankruptcy proceeding, whether or not a lawsuit is filed), arising from or related to your use of the Site, Marketing Tools or Software, and for your violation of any of the terms or conditions contained in this Agreement.
11. Termination. Your failure to comply with any of the covenants, terms or conditions in this Agreement automatically revokes your authorization, right and license to use the Site, Marketing Tools and Software, and terminates any and all rights granted to you hereunder. Various parts of this Agreement will continue in full force and effect upon termination of your rights, according to their nature, including restrictions, disclaimers, liability limitations and indemnification obligations. Upon termination, you must promptly destroy all Content and Software downloaded or obtained from this Site, as well as all copies of any Content or Software. KNS may change, suspend or discontinue or restrict any Site feature at any time without prior notice.
12. Applicable Law and Dispute Resolution. THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO PRINCIPLES AND PROVISIONS THEREOF RELATING TO CONFLICT OR CHOICE OF LAWS IRRESPECTIVE OF THE FACT THAT ANY ONE OF THE PARTIES IS NOW OR MAY BECOME A RESIDENT OF A DIFFERENT STATE. Venue for any action under this Agreement shall lie only in Los Angeles County, California. The parties hereby consent to personal jurisdiction over them by the courts within Los Angeles County, California. The parties waive all objection and challenge to such venue and personal jurisdiction. In the event of a dispute hereunder, the prevailing party shall be entitled to recover its costs and expenses incurred, including reasonable attorneys' fees.
13. Miscellaneous. This Agreement constitutes the entire agreement between you and KNS regarding access to and use of the Site and governs your use of any Software, Content or Marketing Tools, superseding and entirely replacing prior agreements (if any) between you and KNS therefor. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, or third-party software. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. KNS's failure to enforce any right or provisions in this Agreement will not constitute a waiver of such provision, or any other provision of this Agreement. KNS will not be responsible for failures to fulfill any obligations due to causes beyond its control.
YOU HAVE READ, UNDERSTOOD AND APPROVED OF THIS AGREEMENT; YOU HAVE HAD AN OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL AND WITH SUCH OTHER EXPERTS OR ADVISORS AS YOU HAVE DEEMED NECESSARY IN CONNECTION WITH THIS AGREEMENT. THE FACT THAT KNS MAY HAVE DRAFTED ALL OR PORTIONS OF THIS AGREEMENT SHALL HAVE NO BEARING UPON ITS INTERPRETATION OR CONSTRUCTION.
YOU UNDERSTAND AND AGREE THAT THE PROVISIONS CONTAINED HEREIN REPRESENT AN AGREED ALLOCATION OF RISK WHICH IS REFLECTED IN THE OBLIGATIONS HEREUNDER SUCH AS THE DISCLAIMER OF ALL WARRANTIES AND THE LIMITATIONS ON LIABILITY. KNS COULD NOT PROVIDE THE KNS PROPERTIES, OR ITS PRODUCTS OR SERVICES TO YOU AT THE CURRENT PRICING "BUT FOR" YOUR AGREEMENT TO THESE TERMS AND CONDITIONS.
14. Ordering Terms & Conditions
Orders for KNS goods (the "Goods") are subject to the following terms and conditions of sale. These terms and conditions of sale shall govern the sale of Goods from KNS to you and/or the company you are authorized to represent ("you"). KNS's performance is expressly made conditional upon your agreement to these terms and conditions of sale. Any provisions or conditions of any purchase order or other document, which are inconsistent with or in addition to these terms and conditions are hereby rejected and shall be inapplicable and not binding upon KNS.
a. Ordering. KNS shall accept your orders in writing, by phone or through electronic means for web-based orders. You may not cancel an order accepted by KNS, except upon the consent of KNS in each instance. You may pay for your first order by pre-payment, credit card or with a company check upon prior credit approval by KNS. KNS shall deliver Goods F.O.B. KNS's distribution center; risk of loss for Goods passes to you once Goods are loaded onto the courier at KNS's facility. KNS shall make commercially reasonable efforts to meet any shipment date stated on the face of any accepted order. However, you understand and agree that shipment of Goods is subject to availability, and KNS EXPRESSLY DISCLAIMS LIABILITY FOR ANY FAILURE TO MEET SUCH DELIVERY DATES. KNS shall have the right to deliver Goods at one to invoice for the goods delivered. Payment will not be considered final until the full amount including service and freight charges have been paid. KNS offers free freight on orders over $1,000.00 shipped via ground with KNS’s preferred carrier within the continental United States, excluding closeout merchandise.
b. Payment. You shall purchase Goods in accordance with KNS’s price list in effect at the time of the order. Prices are exclusive of all sales or use taxes, tariffs, customs (except fees associated with original U.S. importation which KNS pays), duties and other governmental charges. Acceptable form of Net 30 term payments are checks, ACH or wire transfer. Net 30 is defined as accounts with payment due within 30 days from the date of invoice. Prepaid accounts may pay by check, ACH, wire transfer and Visa or MasterCard. Late payment of any amount will be grounds for KNS to discontinue performance under these terms and conditions of sale. Any amounts not paid by the due date will be subject to a finance charge at a rate equal to the lesser of 1.5% per month or the maximum rate allowed by law. However, payment of such finance charge will not excuse or cure a breach or default for late payment. Returned checks will be subject to a $40.00 per check charge. All freight is F.O.B. Rancho Dominguez.
c. Pricing. All prices are subject to change without notice. KNS assumes no responsibility and shall incur no liability whatsoever if price change notices are not received. KNS reserves the right to make price changes as it deems appropriate or necessary. Merchandise is subject to change or withdrawal, or may be temporarily or permanently out of stock. We assume no liability for delays or failure to deliver. KNS has no minimum order amount; however, orders under $200.00 are subject to a $5.00 service charge on top of freight charges.
d. Backorders. You have the option to set up your dealer account as having the back orders shipped with the next available purchase order or cancelled. Back orders resulting from a freight prepaid qualifying order will be shipped freight prepaid. You will not be charged until your backorder ships. Shipping method is at KNS’s discretion. No backorders will be accepted for discontinued or closeout merchandise. Fulfillment of backorders is subject to the availability of Goods. Estimated Times of Arrival (“ETA”s) provided are courtesy estimates only for when Goods are expected to be received by KNS. We assume no liability for delays or failure to deliver.
e. Returns. Returns must be authorized by KNS in advance. Claims for returns for defective Goods must be made in accordance with the warranties in KNS’s Terms & Conditions. Altered Goods are not returnable. Authorized returns must be accompanied by a return goods authorization form or number from KNS. Stock return merchandise must be approved in advance and may be subject to a 15% restocking fee or 25% repackaging and restocking fee plus applicable shipping charges. Merchandise that is not KNS’s will be returned to you at your expense or disposed of by KNS. Discontinued or close-out items are not returnable. All returns must be prepaid. Please contact KNS Customer Service for a return authorization and shipping address.
f. Export Shipments. Selected Goods that have been imported into the U.S. cannot be exported to other countries. It is your responsibility to check with your freight forwarder to confirm foreign documentation requirements and verify that items to be exported will be released by customs at the final destination. KNS is not responsible for providing this information or any documentation required to export goods purchased from KNS or for re-importation to the U.S. The exportation of Ford Motor Company and General Motors LLC licensed products are prohibited.
15. General Terms & Conditions of Sale
Orders for KNS goods (the "Goods") are subject to the following terms and conditions of sale. These terms and conditions of sale shall govern the sale of Goods from KNS Accessories Mfg. ("KNS") to you and/or the company you are authorized to represent ("you"). KNS performance is expressly made conditional upon your agreement to these terms and conditions of sale. Any provisions or conditions of any purchase order or other document, which are inconsistent with or in addition to these terms and conditions, are hereby rejected and shall be inapplicable and not binding upon KNS.
a. Warranties, Disclaimer, Limitations on Liability. Warranty claims may only be submitted through an authorized KNS dealer where the Goods were originally purchased. The limited warranty assures that the Goods are free from defects in workmanship and/or material only, within the limited warranty period specified for that product which begins at the time of initial retail purchase and applies only to the original retail purchaser. Dealer is responsible to store and handle the delivered Goods in such a manner that meets or exceeds the storage and handling procedures utilized by KNS.
You must provide KNS with written notice of any warranty claims within the time frame and guidelines specified in Warranty Policies. Failure to provide written notice within effective warranty period shall void the warranties in their entirety. Any misuse, improper handling, storage, use, modification or alteration of the Goods by any third party shall void the forgoing warranty. You shall remain entirely responsible for any shipments by you or your company for purposes of returning defective products or packages hereunder to KNS, and all risk of loss or damage during shipment shall be born by you. KNS will reimburse you for reasonable shipping limited to valid warranty claims.
IN NO EVENT WILL KNS BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RESULTING FROM THE PERFORMANCE OR BREACH OF THIS AGREEMENT, OR THE USE OR SALE OF GOODS BY YOU, OR ANY OTHER PARTY, OR FROM THE MANUFACTURE, SALE OR USE OF ANYTHING MADE BASED ON THE GOODS, EVEN IF KNS IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT FOR INJURIES TO CONSUMERS DUE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF KNS. You agree that, regardless of the form of action, whether in contract or tort, including negligence, KNS’s liability for damages claimed by you with respect to the Goods shall not exceed fees received by KNS from you for the applicable Goods hereunder. Regardless of the form of action, whether in contract or tort, including negligence, KNS’s liability for damages claimed by third parties with respect to the Goods, as between KNS and you shall not exceed fees paid to KNS hereunder. No action, regardless of form, arising under this Agreement (other than an action for non-payment of any purchase prices or other amounts owed by you to KNS), may be brought by either party more than one (1) year after the date of the alleged breach. KNS shall not be liable for any failure to perform under this Agreement where such failure is due to any cause beyond KNS’s control.
You hereby release and shall defend and hold KNS and its owners and agents harmless from and against any actual or threatened claims, losses, liabilities (including without limitation any punitive damages and fines), costs and expenses (including without limitation reasonable costs of litigation and attorneys' fees) related to third party actions (a) in which it is determined that KNS is not at fault; and/or (b) arising from or relating to any acts or omissions by you, your company or your customers.
b. General. Our relationship is one of independent contractors. No agency, employment, partnership or joint venture shall be created by or founded upon this Agreement. You shall not make or assign, or represent to any party, by implication or otherwise, that it may make or assign, any warranty or representation by or for KNS, nor shall you attempt, or represent that it is entitled, to make any commitment, waiver or settlement on behalf of KNS or to pledge the credit of KNS. This Agreement shall be governed by and construed under the laws of the State of California, without regard to any conflicts of law principles to the contrary. The parties consent to exclusive jurisdiction and venue in the federal courts sitting in Los Angeles County, California, unless no federal subject matter jurisdiction exists, in which case the parties consent to the exclusive jurisdiction and venue in the Superior Courts of Los Angeles County, California. You agree not to object to this jurisdiction and venue, and hereby waive all defenses of lack of personal jurisdiction and forum non-conveniens. Any notice or request hereunder shall be made in writing delivered in person to an authorized officer of the respective party or mailed or transmitted by cable or telecopier, for KNS, to the current contact information on our website at www.grandgeneral.com, and, for you, to the address KNS has on file for you in your most recent approved credit application (unless changed by written notice of a different address). Your rights hereunder are personal to you and the company you represent, and may not be assigned or transferred in whole or in part by you, nor may any benefit hereunder inure to any trustee in bankruptcy, receiver, or successor, whether by operation of law or otherwise, without the prior written consent of KNS, and any attempted assignment or transfer without such consent shall constitute a breach hereunder and shall be void. No omission or delay on the part of either party hereto in requiring due and punctual fulfillment of the obligations of the other party shall be deemed to constitute a waiver of any of the rights of the omitting or delaying party unless such rights are waived in the particular instance in a writing delivered to the other party, and no such waiver shall apply to any other instance or obligation. If any provision of this Agreement is held to be invalid or unenforceable to any extent in any context, it shall nevertheless be enforced to the maximum extent allowed by law and the parties' fundamental intentions in that and other contexts, and the remainder of this Agreement shall not be affected thereby.