Terms & Condtions
KANGAROO BOARD LLC
Price and Payment Buyer shall purchase the Products identified below at the unit price listed (“Purchase Price”). The Purchase Price shall/shall not include the costs of delivering the Products to the Buyer’s specified delivery point. Any tax, duty , or similar charge that Buyer may be required to pay for the Products including, without limitation, sales, use, export, excise, and value added taxes, will be identified in a final invoice (“Final Invoice”) provided to Buyer by Kangaroo Board. Products will not be shipped pursuant to this Agreement until the amount identified in the Final Invoice has been paid-in-full, unless an alternative method of payment has been determined in writing upon the mutual agreement of the parties.
Terms of Delivery Kangaroo Board shall, or cause its delivery agent to, deliver the products to the delivery point specified by the Buyer. The delivery agent for Kangaroo Board shall be determined in Kangaroo Board’s sole discretion, and the terms and conditions of delivery shall be communicated by Kangaroo Board to Buyer upon shipping of the Products. Buyer shall bear all risk of damage and loss once the products have been transferred to the delivery agent for Kangaroo Board. Kangaroo Board shall not be liable for any losses or damages suffered by the Buyer due to delay in delivery of the Products attributable to the delivery agent for Kangaroo Board, or due to the occurrence of force majeure events.
Transfer of Title. The title to the Products supplied by Kangaroo Board to Buyer pursuant to this Agreement shall be transferred from Kangaroo Board to Buyer when the relevant Products are delivered by Kangaroo Board to its delivery agent.
Representations and Warranties Without in any way disclaiming any implied remedies or limiting remedies for breach, Kangaroo Board represents and warrants that the Products delivered pursuant to this Agreement shall be free from defect of material and workmanship, and shall conform to the specifications, drawings, or samples specified or furnished to Buyer. Kangaroo Board also warrants that all Products delivered hereunder shall be merchantable, and will be safe and appropriate for the intended purpose of such Products. The warranty on the quality of the Products supplied by Kangaroo Board pursuant to this Agreement shall run for one (1) year from the transfer of title to Buyer, and in the event that there is any defect in the products due to the reasons attributable to Kangaroo Board, Kangaroo Board shall repair or replace the defective Products. Kangaroo Board must be notified of any warranty claims by no later than the end of the warranty period. Kangaroo Board’s warranties extend to Buyer only and to no other person or entity.
Disclaimers Buyer acknowledges that it has received, reviewed, and understood all materials previously provided, as well as any materials subsequently provided, by Kangaroo Board which are incorporated into this Agreement by reference, regarding the proper use and safety information (“Proper Use Information”) of the Products. Any representations and warranties made pursuant to this Agreement shall be void if the Products are used or applied in any way that does not conform to the Proper Use Information. Furthermore, Kangaroo Board shall not be responsible for any loss or damage caused by a failure to use or apply the Products in a manner that complies with the Proper Use Information.
Force Majeure If either party hereto is prevented from complying, either totally or in part, with any of the terms or provisions of this Agreement by reason of fire, flood, storm, strike, lockout or other labor trouble, riot, war, rebellion or other acts of God, then upon written notice to the other party, the affected provisions and/or other requirements of this Agreement shall be suspended during the period of such disability. The disabled party shall make all reasonable efforts to remove such disability within thirty (30) days of giving notice of such disability. During said period of disability, the non-disabled party may seek to have its needs, which would otherwise be met hereunder, met by others without liability to the disabled party hereunder. If the disability continues for more than ten (10) days after the cessation of the reason for such disability, the non‑disabled party shall have the right to assert the other parties’ continued non-performance as a material breach of this Agreement.
Entire Agreement This Agreement and any and all documents referred to on the face hereof, unless noted otherwise, constitute the entire agreement between the parties.
Survival All covenants, conditions, warranties, uncompleted obligations and indemnifications contained in this Agreement which may involve performance subsequent to any termination of this Agreement, or which cannot be ascertained or fully performed until after termination of this Agreement shall survive.
Amendments and Conflicting Terms Provisions of this Agreement may be modified, amended or waived only by a written document specifically identifying this Agreement and signed by an authorized representative of each party. Without limitation, to the extent the terms and conditions or spirit of this Agreement conflict with the terms and conditions on any purchase order, shipping order form, bill of lading, receipt or the like, the terms and conditions of this Agreement shall be controlling.
Attorneys’ Fees In the event of any claim, dispute, or legal proceeding arising out of or relating to this Agreement, the party prevailing in such dispute shall be entitled to recover all reasonable fees and expenses (including, without limitation, costs of investigation, reasonable attorneys’ fees and litigation expenses) incurred in connection therewith.
Governing Law This Agreement will be governed by the laws of the State of Arizona without regard to conflicts of laws principles. Each party hereby waives any right to trial by jury with respect to any dispute, suit, action or proceeding arising out of or relating to this Agreement or otherwise relating to the relationship of the parties, whether in contract, tort or otherwise.
Counterparts This Agreement may be executed in counterparts, each of which shall be deemed original, but all of which taken together shall constitute one and the same instrument.
Headings The titles or section headings of the various provisions of this Agreement are intended solely for convenience and ease of reference and shall not in any manner amplify, limit, modify or otherwise be used in, the interpretation of any such provisions.
Notices All notices required or permitted under this Agreement shall be in writing and deemed communicated on the date when delivered by personal delivery, registered mail or overnight courier to the party entitled to notice at the following addresses, or to such other address as either party may designate, in writing, from time to time
Governing Law & Consent to Jurisdiction These terms and conditions are governed by the laws of the State of Arizona, U.S.A. (without regard to its conflicts of laws). The United Nations Convention on Contracts for the International Sale of Goods will not apply to these terms and conditions and the sale of the Products hereunder. Customer hereby consents to the jurisdiction of the federal and state courts located in the State of Arizona in connection with any dispute that may arise hereunder, and Customer herby waives any objections it may have to the jurisdiction or venue of the Arizona courts.
Limitation of Liability IN NO EVENT WILL KANGAROO BOARD BE LIABLE TO CUSTOMER UNDER, IN CONNECTION WITH, OR RELATED TO THIS AGREEMENT FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHETHER OR NOT VENDOR IS ADVISED OF THE POSSIBILITIES OF THOSE DAMAGES WHETHER BASED ON BREACH OF CONTRACT, WARRANTY, TORT, PRODUCT LIABILITY, OR OTHERWISE (INCLUDING LOST PROFITS) FROM ANY CAUSE. VENDOR’S LIABILITY ON ANY CLAIM FOR LOSS, COST, DAMAGE, EXPENSE OR OTHER LIABILITY ARISING OUT OF OR CONNECTED WITH THESE TERMS AND CONDITIONS, OR ANY OBLIGATION RESULTING THEREFROM, OR THE MANUFACTURE, SALE, DELIVERY, RESALE, REPAIR, SERVICE, OR USE OF ANY PRODUCT (INCLUDING, BUT NOT LIMITED TO, LOSS LIABILITY ARISING FROM BREACH OF CONTRACT) WILL IN NO CASE EXCEED THE PRICE OF SUCH PRODUCTS INVOLVED IN SUCH CLAIM.
In the event any Product hereby sold is used by Customer in a manner causing unauthorized patent infringement, Customer will hold harmless and indemnify Kangaroo Board as to any and all damages and costs for which Kangaroo Board may become liable because charged with contributing to or inducing such infringement.
Subject to applicable law, Kangaroo Board ("Vendor") will process returned goods for Products purchased from Vendor, in accordance with its then standard Return Goods Policy. Kangaroo Board‘s current Return Good Policy is as follows:
Damaged Goods All deliveries should be inspected for shipping damage before accepting delivery. If damage has occurred, Customer should note the extent of the damage on the freight bill and contact Vendor immediately. Claims for loss or damage in transit must be entered and prosecuted by Customer. Vendor’s responsibility for loss or damage of Product to be returned to Vendor ceases when the Products are accepted by the carrier. In no event will Vendor be held liable for any damages or expenses caused by delay in delivery.
Inspection/Returns Shortages Customer will have five (5) days from the date of delivery to inspect the Products and to reject any or all Products which are defective or nonconforming. Products rejected may be promptly returned to Vendor at Vendor‘s expense; provided however, such Products are returned no later than forty-five (45) days from invoice date. Credit will be given for incorrectly shipped, damaged, or defective products. In no event will Vendor consider claims for damage or errors in shipment unless notice of such claims are transmitted to Vendor within five (5) days after receipt of the allegedly damaged goods together with documentation substantiating the claim and unless made with the freight carrier in accordance with such carrier‘s policies and procedures. All return freight charges for Products that are deemed to be not defective or nonconforming are the responsibility of Customer. All Product shortages must be reported to Vendor’s Customer Relations department at 1-928-293-1979, within five (5) days of product receipt
Exclusive Remedy As Customer's exclusive remedy for any defect or nonconformity in the Product (referred to hereinafter as "Affected Products"), Vendor will, in its sole discretion, either: (i) replace the Affected Product containing such defect or nonconformity; (ii) refund the price paid by Customer for the Affected Products; or (iii) credit Customer‘s accounts for the amount paid by Customer for the Affected Product. In furtherance of such undertaking, if Customer reasonably believes that any Product contains a defect or nonconformity for which Vendor is responsible, Customer will inform Vendor of the nature of such defect or nonconformity in reasonable detail and will request authorization from Vendor to return the Affected Products to Vendor. All Products so returned will be shipped as so authorized, postage prepaid to Vendor's facility or such other source specified by Vendor.