Terms of Sale

1. Definitions

“Seller” is MachineKeystock.com operated by Key Connect & Fit LLC registered in the State of Washington. “Buyer” means the entity to which Seller is providing Products or Services under the Contract. “Contract” means either the completion of an order by E-Commerce or the Buyer’s acceptance and order acknowledgement to a price quote delivered by Seller, together with these Terms and Conditions,”Contract Price” means the agreed price stated at the time of Sale, and does not include shipping costs and taxes unless clearly stated at the time of Sale.”E-Commerce” means orders on the Seller’s website, MachineKeystock.com, and e-mail messages, faxes, or mailed correspondence between the Seller and Buyer such as price quotes, order confirmations, invoices, receipts, etc.”Products” means the equipment, parts, materials, supplies, software, and other goods Seller has agreed to supply to Buyer under the Contract.”Quotation” means a document stating prices for Products delivered to Buyer by Seller via E-Commerce, fax, or mail.”Sale” means the Buyer’s completion of an Order form via E-Commerce or Buyer’s acknowledgement to purchase the Products in a Quotation.”Seller” means the entity providing Products under the Contract.”Terms and Conditions” means these “Terms and Conditions for Sale of Products”, including any relevant addenda pursuant to Article 18, together with any modifications or additional provisions specifically stated in Seller’s final quotation or specifically agreed upon by Seller in writing.

2. Payment

2.1. Buyer shall pay in U.S. dollars the Contract Price to Seller for the Products at the time of Sale and before any Products will be shipped.

2.2. Payment shall be either by credit card via E-Commerce, or by Buyer’s check or wire transfer delivered to Seller.

3. Taxes and Duties

3.1 Buyer assumes responsibility to pay all taxes, duties or fees required by Buyer’s country, state or province, or local government regarding the Sale. The place of Sale is the Seller’s location, Key Connect & Fit, 227 Bellevue Way, Unit 867, Bellevue, WA 98004. Washington sales tax is charged by Seller on shipments made within Washington.

4. Shipping and Shipping Cost

4.1. No Products will be shipped prior to receipt of the Contract Price.

4.2 Unless clearly stated at the time of Sale that shipping cost is included in the Contract Price, or shipping is free, the Seller may bill Buyer any additional costs incurred to ship Products to Buyer.

4.3 Seller will provide Buyer with an estimated time when the products will ship and be delivered to Seller. Delivery dates provided by Seller are approximations which cannot be guaranteed because delivery is provided by third-parties not under control of Seller. Seller will have no liability to Buyer for delays in performance due to strikes or labor disputes of any type; accidents, fire, floods, acts of God, or actions by governmental authorities; acts, omissions, or delays of Buyer or any other third party; shortages of labor; or without limitation of the above, for any causes reasonably beyond the control of Seller.

4.4 At the time of delivery, Buyer must inspect the Products and within five (5) days of delivery, notify the Seller, in writing, of any defects or non-conformance. Claims for damage due to shipping must be made by the Buyer to the freight carrier and the Seller is not liable for damages caused by the freight carrier. After five (5) days of delivery, Buyer will have irrevocably accepted the Products.

5. Warranty

5.1. Seller warrants that Products shall be delivered free from defects in material, workmanship and title.

5.2. The warranty for Products shall expire one (1) year from first use providing the Buyer completes any warranty registration required by Seller to initiate the warranty.

5.3. If Products or Services do not meet the above warranties, Buyer shall promptly notify Seller in writing prior to expiration of the warranty period. Seller shall at its option, repair or replace defective Products. If despite Seller’s reasonable efforts, a non-conforming Product cannot be repaired or replaced, Seller shall refund or credit monies paid by Buyer for such non-conforming Products, and Buyer will return the non-conforming Products to Seller.

5.4. The warranties and remedies are conditioned upon (a) proper storage, installation, use, operation, and maintenance of Products, (b) Buyer keeping accurate and complete records of operation and maintenance during the warranty period and providing Seller access to those records, and (c) modification or repair of Products only as authorized by Seller in writing. Failure to meet any such conditions renders the warranty null and void. Seller is not responsible for normal wear and tear.

6. Terms of Sale

6.1. All sales are final. No returns, refunds or exchanges are allowed except as mentioned under Warranty.

7. Pricing

7.1 Seller may change prices stated in E-Commerce at any time, with the exception that prices delivered to Buyer in a Quotation are not subject to change within 30 days of the date of the Quotation, after which the Seller has the right to no longer accept the quoted prices.

8. Indemnity

8.1 Each of Buyer and Seller (as an “Indemnifying Party”) shall indemnify the other party (as an “Indemnified Party”) from and against claims brought by a third party, on account of personal injury or damage to the third party’s tangible property, to the extent caused by the negligence of the Indemnifying Party in connection with this Contract. In the event the injury or damage is caused by joint or concurrent negligence of Buyer and Seller, the loss or expense shall be borne by each party in proportion to its degree of negligence. For purposes of Seller’s indemnity obligation, no part of the Products is considered third party property.

9. Compliance with Laws, Codes and Standards

9.1. Seller shall comply with laws applicable to the manufacture of Products and its performance of Services. Buyer shall comply with laws applicable to the application, operation, use and disposal of the Products.

9.2. Seller’s obligations are conditioned upon Buyer’s compliance with all U.S. and other applicable trade control laws and regulations. Buyer shall not trans-ship, re-export, divert or direct Products other than in and to the ultimate country of destination declared by Buyer and specified as the country of ultimate destination on Seller’s invoice.

10. Limitations of Liability

10.1. The total liability of Seller for all claims of any kind arising from or related to the formation, performance or breach of this Contract, or any Products, shall not exceed the (i) Contract Price, or (ii) if Buyer places multiple order(s) under the Contract, the price of each particular order for all claims arising from or related to that order and ten thousand US dollars (US $10,000) for all claims not part of any particular order.

10.2. Seller shall not be liable for loss of profit or revenues, loss of use of equipment or systems, interruption of business, cost of replacement power, cost of capital, downtime costs, increased operating costs, any special, consequential, incidental, indirect, or punitive damages, or claims of Buyer’s customers for any of the foregoing types of damages.

10.3. All Seller liability shall end upon expiration of the applicable warranty period, provided that Buyer may continue to enforce a claim for which it has given notice prior to that date by commencing an action or arbitration, as applicable under this Contract, before expiration of any statute of limitations or other legal time limitation but in no event later than one year after expiration of such warranty period.

11. Governing Law and Dispute Resolution

11.1. This Contract shall be governed by and construed in accordance with the laws of the State of Washington, United States.

11.2 Any dispute between the Seller and Buyer shall be heard in a court in King County, Washington.

12. General Clauses

12.1. The Contract represents the entire agreement between the parties. No oral or written representation or warranty not contained in this Contract shall be binding on either party. Buyer’s and Seller’s rights, remedies and obligations arising from or related to Products sold under this Contract are limited to the rights, remedies and obligations stated in this Contract. No modification, amendment, rescission or waiver shall be binding on either party unless agreed in writing.