KM DISTRIBUTOR TERMS & CONDITIONS

Effective DATE: August 4, 2020

 

These terms and conditions (the "Terms") apply to the purchase and sale of certain products and services through Kargo Master's Distributor Portal (the "Site"). In these Terms, Kargo Master is referred to as "KM", "us", "we", or "our". You and your company are referred to as "you" or "purchaser".

We reserve the right to modify these Terms from time to time, without prior notice. However, if we do, then the modified version of these Terms will be posted on the Site, with the Effective Date of the modification(s). You should review these Terms before purchasing any product or services through the Site. Your continued use of this Site after a posted modification to the Terms is your acceptance of and agreement to that modification.

  1. Order Acceptance and Cancellation. Your order is an offer to buy, under these Terms, the products listed in your order and any related services. All orders must be accepted by us for us to be obligated to sell the products or services to you. We may choose not to accept any orders in our sole discretion. After we receive your order, we will send you a confirmation email with your order number and details of the items you ordered. Acceptance of your order will not take place, unless and until you have received your order confirmation email from us. You have the option to cancel your order at any time before we have sent your order confirmation email by calling our Customer Service Department at (800) 343-7486 or by email at [email protected]
  2. Out of Stock Items. We will notify you if we are out of stock within 24 hours of your order being placed and when we estimate that your items will be in inventory. Unless you cancel your order with Customer Service (800) 343-7486 or [email protected] your order will automatically be shipped when it is in stock.
  3. Prices. All prices posted on this Site are subject to change without notice. The price charged for a product or service will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes, surcharges, shipping and handling charges. All such taxes and applicable charges will be added to your merchandise total and will be itemized in your order confirmation email.

  4. Payment Terms. Unless otherwise agreed in writing, you agree to pay our invoice in full and without setoff or withholding, within 30 days after the invoice date. All credit card payments will be subject to a 3% convenience fee applied at the time of the transaction.
  1. Shipments; Delivery; Title and Risk of Loss.

 

5.1       Order Processing. We will arrange for shipment of the products to you. We will process orders received within 24 business hours, and products will be shipped within 3 to 5 business days after order processing. We will email a tracking number after your order has shipped.  

5.2       Title, Risk of Loss and Delivery. Title and risk of loss pass to you upon our transfer of the products to the carrier. Shipping and delivery dates and times are estimates only and cannot be guaranteed. For the most up-to-date information, please review the tracking number on your "shipped" email and contact your assigned carrier. We ship via FedEx or other carrier, depending on size, weight and destination. We are not liable for any delays in shipments. Once an order leaves our facility, it cannot be cancelled.

  1. Freight Policy.

6.1       F.O.B. the applicable Kargo Master warehouse location. Kargo Master will pay freight on all orders that meet or exceed the threshold amount in your purchase agreement to any one-warehouse location. Orders for multiple shipments to various locations less than the threshold minimum are not eligible for free freight.

6.2       Kargo Master will drop ship products at the discretion of the distributor.  A separate purchase order for each shipment is required, complete with shipping instructions.  All “less than truckload” drop ship orders are subject to a $75.00 drop ship fee. 

  1. Returns and Refunds.

7.1       Your Inspection at delivery. Prior to signing for the shipment, you must inspect the product for any damage and you must either refuse or accept delivery, by making a note on the shipping receipt at time of delivery. To file a claim for damage, you must contact Customer Service at (800) 343-7486 or [email protected] to file a claim on your behalf within 48 hours from the date of delivery. If you do not timely claim damage, you will deemed to have accepted the product.

 

7.2                   Damage or Lost in Transit. At time of delivery to you, you must separate merchandise damaged in transit from non-damaged merchandise, so that the rejected merchandise can returned to the carrier. The quantity and part number of damaged items must be notated on the bill of lading. If possible, take digital pictures of the damaged merchandise to support making a claim against the carrier. If there is damage or loss, you must notify KM in writing [email protected] or Fax (916) 638-0177 as soon as possible, but in no event later than 48 hours after delivery. Your notice must include the quantity and part number of damaged or lost items, plus digital pictures.

 

7.3                   Returns. All returns must be authorized by KM prior to shipment back to KM or KM's designated return point. Return Goods Authorization (RGA) numbers must be issued before returning products. Please submit your RGA number request to [email protected]. You must obtain a return goods authorization number from KM Customer Service and display that number clearly on the shipping package. Returns without a KM return authorization number will be refused. Products being returned must be in the original packaging and/or protected from damage in transit. If these terms are not met, no credit will be issued and the items may be refused on delivery. If these terms are met, a 20% restocking fee will apply and you may be issued a credit on the purchase price of the goods damaged and returned (excluding the original out bound shipping charges and return shipping charges). Products returned to us but damaged in transit may complicate or invalidate a warranty claim. You bear the risk of loss during shipment back to us.  Return freight charges are your responsibility and must be prepaid. Returns shipped freight collect will be refused.

 

  1. Authorized Internet Seller Program. Effective June 1, 2020, Kargo Master will permit the sale of Kargo Master products online or in any internet marketplace, only through Authorized Internet Sellers.  To become an Authorized Internet Seller, you must complete and submit the Kargo Master Authorized Internet Seller Program (“AISP”) form provided by Kargo Master.  Upon approval, Kargo Master will provide you with the applicable AISP guidelines, which you must agree to, and comply with, in order to participate in the AISP.  Kargo Master authorized sellers list is available on the KMD portal. If you are promoting Kargo Master products online, it is your responsibility to ensure you are authorized to do so and you shall abide by the guidelines set forth therein.

 

  1. WARRANTY: This LIMITED WARRANTY is made by Kargo Master, with an address at: 10933 Trade Center Drive Rancho Cordova CA 95742.  Kargo Master WARRANTS FOR A PERIOD OF 36 MONTHS FROM THE DATE OF PURCHASE BY THE ORIGINAL RETAIL PURCHASER, THIS PRODUCT WILL BE FREE FROM MATERIAL DEFECT AS TO MATERIALS AND MANUFACTURING, NAMELYOR STRUCTURAL FAILURES.  During such 36 months, if Kargo Master determines this product has a material defect as described in the prior sentence, Kargo Master, at its option and expense, will either replace or repair this product.  This warranty does not cover:  normal wear and tear, cosmetic rust, shipping damage, product misuse (including abnormal use or handling and improper installation or maintenance), road hazards, impairment from accidents, alterations, and overloading of the product. Impairment from product misuse, impairment from accidents and product alterations render this warranty null and void.  This warranty may not be changed or otherwise modified except by a writing signed by an authorized representative of Kargo Master, and supersedes all other terms and conditions in any other document, including any purchase order.  THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.  ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED.  In no event will Kargo Master be liable or responsible to the purchaser or any third party, including any employees or agents of the purchaser, any customer of the original retail purchaser or employees or agents of such customer, any other users of the product or a vehicle in which this product is installed, or family member or person with a special relationship with any of the foregoing. In no event will Kargo Master be liable or responsible to the purchaser or any third party, for damages of any type, whether for breach of contract, tort or otherwise, and whether for death, physical injury or property damage.  In no event will Kargo Master be liable or responsible for any direct damages, or indirect damages.  Without limiting the forgoing, in no event will Kargo Master be liable or responsible for consequential damages (including lost profits, lost savings, loss of use, or cost of capital), or incidental, general, special, exemplary or punitive damages. Kargo Master's sole undertaking is to the original retail customer of this product, and then only to repair or replace this product as per the terms of this Warranty.  This warranty is a LIMITED WARRANTY, and its terms and conditions should be reviewed and understood prior to any purchase of this product or subsequent action, including installation or use.  The terms "include" and "including" as used in this Warranty mean "include without limitation" and "including without limitation." 

Kargo Master is a leading provider of shelving and other components to its customers.  Going forward, for products sold by Kargo Master prior to March 1, 2020, when Kargo Master accepts a warranty claim and either repairs or replaces the item, this warranty will then govern the product as repaired or the replacement product, and Kargo Master will have no other liability. The warranty claimant's acceptance of the repaired product or replacement product is the warranty claimant's acceptance of the prior sentence.

  1. Compliance with Law. You agree to comply with all applicable laws and regulations relative to your use of KM products, including US export control laws.

 

  1. Force Majeure. We will not be liable or responsible to you, nor be deemed to have breached these Terms, for any failure or delay in our performance when such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

 

  1. Governing law. These Terms are governed by the laws of New Jersey without regard to its conflict of laws rules. The UN Convention on the International Sale of Goods is expressly excluded. Any litigation under these Terms shall be commenced and maintained in US District Court, District of New Jersey, sitting in Camden, New Jersey, or if jurisdiction is lacking, in New Jersey state court, sitting in Burlington County, New Jersey. You and we specifically agree to waive the right to a jury trial.

 

  1. Assignment. You may not assign your rights and obligations under these Terms without prior written consent, and any purported assignment without such consent is null and void. Our failure to enforce any of our rights under these Terms is not a waiver of such right. These Terms benefit only you and us, and there are no third party beneficiaries.

 

  1. Notices.

 

14.1     To You. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide or (ii) by posting to the Site. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.

 

14.2     To Us. To give us notice under these Terms, you must contact us as follows: (i) by facsimile transmission to (916) 638-0177 or (ii) by personal delivery, overnight courier or registered or certified mail to Kargo Master, 10933 Trade Center Drive, Rancho Cordova, CA 95742.  We may update the facsimile number or address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective 3 business days after they are sent.

 

  1. Entire Agreement; Severability. These Terms, our order confirmation to you for specific Products, our Site Terms of Use and our Privacy Policy are the entire agreement and understanding between you and us on the matters contained in these Terms. If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms. The word "including" when used herein, means "including without limitation".

 

  1. Compliance. All items under the regulation by California Proposition 65 have been labeled as such in compliance with Prop. 65.