Welcome to www.Kepner.com (“Site”). This Site is owned and operated by Kepner Products Company, an Illinois corporation (“Kepner,” “we,” “our,” or “Seller”). To purchase products (“Products”) from Kepner, you (“Buyer”) must create an account on the Site for the entity that will purchase the Products then read and agree to these Terms of Sale (this “Agreement”) by selecting the “I Agree to These Terms of Sale” button at the end of this Agreement. Selecting “I Agree” at the end of this Agreement will create a binding contract between the Buyer and Kepner.
THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS ONLY (SO THAT CASE CONSOLIDATIONS AND CLASS-ACTIONS ARE NOT PERMITTED) IN ORDER TO RESOLVE DISPUTES. YOU MAY NOT ORDER OR OBTAIN PRODUCTS FROM THIS SITE UNLESS YOU: (A) AGREE TO THESE TERMS OF SALE IN THEIR ENTIRETY; (B) ARE AT LEAST 18 YEARS OLD AND ARE NOT A CITIZEN OF OR LOCATED IN THE EUROPEAN ECONOMIC AREA OR ANY OTHER COUNTRY SUBJECT TO GDPR; AND (C) ARE NOT PROHIBITED FROM ACCESSING OR USING ANY OF THIS SITE'S CONTENTS, PRODUCTS, OR SERVICES BY ANY APPLICABLE LAW, RULE, OR REGULATION.
ACCEPTANCE. All orders for Product sales are subject to Seller’s acceptance and are governed exclusively by this Agreement. No additional, different, or inconsistent terms and conditions shall become part of this Agreement unless expressly accepted in writing by the President of Seller. No representative of Seller has the authority to waive, alter or add to this Agreement.
PRICE. All catalog or quoted Product prices and discounts are subject to change without notice. Product prices do not include shipping charges or taxes. Minimum purchase amount requirements apply. Any discounts offered are based on quantity of Products per part number, not aggregate total of Products purchased. However, multiple shipments of identical product scheduled to be completed within 90 days may be combined on one order for best quantity price. Prices do not include tax. Stenographic and clerical errors are subject to correction.
TAXES. Buyer shall reimburse Seller for all taxes, excises or other charges assessed on each Product sale to Buyer. If Buyer claims an exemption from taxes or duties, Buyer must provide us with all necessary proof of exemption documentation at the time of purchase or taxes will be added to Buyer’s order. Buyer shall also assume and pay any applicable import/export duties.
PAYMENT. Payment in U.S. currency by credit card or ACH debit is required from Buyer at the time of placing each Product order unless Buyer has established a credit account with Seller prior to ordering Products. Credit card and ACH payment is made immediately after accepting this Agreement.
SHIPPING. Products are shipped F.O.B. Seller’s facility in Villa Park, Illinois. Buyer pays all shipping costs, including freight and insurance costs. Risk of loss shall pass to Buyer upon Product delivery to carrier. Delivery dates shown are estimates only; however, Seller shall have no liability for any damages or penalties whatsoever related to delay in delivery caused by events beyond Seller’s control including, without limitation, acts of God, fire, inclement weather, inability to obtain materials or manufacturing facilities, failure of shipping facilities, defaults of common carriers, epidemics/pandemics or Buyer’s acts or omissions.
SHIPMENT CLAIMS. Buyer must notify us of any omissions or shortages in a shipment within 10 days after receipt of the shipment.
RETURN POLICY. Unused Products may be returned at Buyer’s expense within 30 days of purchase only if authorized by Seller in writing with an authorization number. Returns are accepted contingent upon inspection by Seller. Returns are subject to a restocking fee, except returns of defective Products under warranty or incorrect shipment. Due to their nature, custom and made-to-order Products cannot be returned unless they are defective.
LIMITED WARRANTY. Seller warrants that the Products sold to Buyer shall be free from defects in material and workmanship for a period of one year after the date of Seller’s delivery. If during this period, (i) Seller is notified promptly in writing of the defect, (ii) such Product is properly returned freight PREPAID to Seller with a return authorization number, and complete explanation of the defect and circumstances, and (iii) Seller’s examination of such Product discloses to Seller’s satisfaction that such Product is defective and the defect is not caused by accident, abuse, misapplication or improper installation, contamination, or any tampering, repair, or alteration performed by anyone other than Seller, then Seller shall at its sole option either repair, replace, or credit the Buyer for such defective Product. That remedy constitutes Seller’s exclusive liability, and the exclusive remedy of the Buyer, for any breach of warranty or other Product nonconformity. THIS WARRANTY IS EXCLUSIVE, AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE HEREBY EXPRESSLY DISCLAIMED. No representative of Seller has any authority to change or extend the provisions of this warranty in any manner whatsoever.
LIMITATION OF LIABILITY. Seller’s liability with respect to Products is be limited to the remedies for breach of warranty provided in the immediately preceding section, and, with respect to other performance of any contract, shall be limited to the contract price of the affected Products. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY OTHER DAMAGES, WHETHER DIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS OF USE OF SYSTEM OR EQUIPMENT, COSTS FOR PRODUCT REPLACEMENT, DOWN-TIME COSTS, OR CLAIMS OF BUYER’S CUSTOMER, WHETHER BASED ON WARRANTY OR OTHER CONTRACT BREACH, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT, OR ON ANY OTHER LEGAL THEORY. Seller and its representatives will furnish, upon request, Product drawings, CAD files and description of materials used in Products. SELLER WILL NOT BE RESPONSIBLE AND DOES NOT ASSUME LIABILITY WHATSOEVER FOR DAMAGES OF ANY KIND SUSTAINED EITHER DIRECTLY OR INDIRECTLY BY ANY PERSON IN THE ADAPTION OR USE OF SUCH DRAWINGS, FILES OR MATERIALS LISTS IN WHOLE OR IN PART. No representative of Seller has any authority to change or extend the provisions of this limitation of liability in any manner whatsoever.
CHANGES AND CANCELLATIONS. Acceptance of Buyer’s request to modify or cancel any order shall be at Seller’s discretion and shall be upon such terms and conditions as Seller may require to cover incurred costs and to compensate for earned quantity discount prices.
PRODUCT WARNING. Due to the wide variety of operating conditions and applications for the Products, Buyer, through its own evaluation, is solely responsible for final selection of Products and assuring that all performance and safety requirements of the specific Product application (including physical and chemical compatibility) are met.
LIMITATION OF APPLICATION. Products are intended for industrial use only. Unless otherwise authorized in writing by an officer of Seller, Products shall not be used in any nuclear facility or activity, aircraft, aerospace, life support, or in such other life critical applications as may require extraordinary process control or where failure of Product could cause substantial harm or damage.
EXPORT. Products are subject to the export control laws and regulations of the United States. Buyer shall not export, or (if Buyer is not located in the U.S.) re-export, Products, directly or indirectly, in violation of U.S. law.
COMPLIANCE WITH LAWS. Seller warrants that Products are produced in conformity with the U.S. Fair Labor Standards Act of 1938 and the U.S. Equal Employment Opportunity Act, as applicable and amended from time to time.
ENTIRE AGREEMENT. This Agreement constitutes the entire understanding between Kepner and Buyer about the Products and there are no oral or other representations, conditions or agreements which pertain to the Products. If any provision of this Agreement is deemed illegal or unenforceable, it shall not affect the validity and enforceability of the remainder of the Agreement, which shall be construed without such illegal and unenforceable provision(s). The failure to enforce any provision of this Agreement shall not be construed as a waiver of such provision and shall not affect the right to subsequently enforce each such provision.
GOVERNING LAW AND ARBITRATION. This Agreement shall be governed by and construed in accordance with, the substantive laws of the State of Illinois, without reference to principles of conflicts of laws. THE PARTIES’ RIGHTS AND OBLIGATIONS SHALL NOT BE GOVERNED BY THE PROVISIONS OF THE 1980 U.N. CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. Subject to all applicable laws, Buyer agrees to give up: (a) the right to litigate any claims that may arise under this Agreement in court or before a jury; and (b) the right to consolidate any claim and/or participate in any class-action claim that may arise under this Agreement in any manner or forum. Instead, any claim, dispute, or controversy of any kind or nature arising under this Agreement which cannot be amicably resolved by us shall be solely and finally settled by arbitration before a single arbitrator administered by ADR Systems in accordance with its commercial arbitration rules. Judgment on the award rendered by the arbitrator may be entered in any court with proper jurisdiction. The arbitration shall take place in DuPage County, Illinois. The language of the arbitration shall be English. The arbitrator will be bound to adjudicate all disputes in accordance with the laws of the State of Illinois. The decision of the arbitrator shall be in writing with written findings of fact and shall be final and binding on the parties. Each party shall bear its own costs; provided, however, that the prevailing party shall be entitled to reimbursement for its actual costs incurred, including reasonable attorney fees. This section provides Buyer’s sole recourse for the resolution of any disputes arising out of, in connection with, or related to this Agreement and the Products.
Rev. 06/24
