General Terms and Conditions
Last Updated: August 20, 2018
- Harmonized Solutions, LLC d/b/a Kitchen Appliances Pro (“Seller”) provides these General Terms and Conditions of Sale (the “Terms and Conditions”), which apply to all quotations and/or sales of products (“Products”) by Seller to a purchaser of Products (“Buyer”). These terms are non-negotiable. Please do not order from Kitchen Appliances Pro unless you agree to each and every one of these terms and conditions. No variation from these Terms and Conditions shall be binding upon Seller unless such terms are agreed to in writing by an authorized representative of Seller. All terms and conditions contained in any prior oral or written communication, including, without limitation, Buyer’s purchase order, which are different from or in addition to, are hereby rejected and shall not be binding on Seller, whether or not they would materially alter these Terms and Conditions, and Seller hereby objects thereto. In addition to these Terms and Conditions, certain Products sold by Seller are sold in collaboration with the manufacturers and/or licensors of such Products, and such Products are sold subject to their respective manufacturer’s and/or licensor’s terms and conditions of sale.
- No order for Products placed by Buyer shall be binding on Seller unless and until accepted by Seller. Before placing an order, Buyer must (a) confirm that the items selected are the items they wish to purchase and (b) confirm that all other information provided is accurate. If a Product ordered by Buyer is not in stock or is on back order, Seller reserves the right to substitute an equivalent or better Product at the same price as the original Product. Once submitted to Seller, an order may not be changed or canceled by Buyer unless such change or cancellation is expressly agreed to in writing by an authorized representative of Seller. Any such agreement to change or cancel an order may be conditioned upon Buyer paying: (a) a change or cancellation charge of up to 25% of the Purchase Price (intended to compensate Seller for costs incurred, including, but not limited to, storage, change or cancellation costs imposed on Seller by its suppliers, disposal costs incurred in disposing of Products in accordance with law, and any other cost resulting from a change or cancellation of an order placed by Buyer); plus (b) any shipping charges already incurred by Seller. If Kitchen Appliances Pro is unable to fulfill an order within five (5) business days, Buyer may cancel the order without penalty, by providing written notice to Kitchen Appliances Pro.
- PRICING, TERMS OF PAYMENT. In addition to the quoted price, Buyer shall also be responsible to pay all sales or use taxes, excise taxes, duties, customs, import or export fees and any other taxes, fees or charges of any nature applicable to Buyer’s purchase of Products. Payment of good funds in advance (by electronic transfer, approved credit card, cashier’s check, money order or approved third-party financing) is required before the shipment of any Products by Seller. Payment shall be made in immediately available U.S. dollars free and clear of any deductions and/ or withholdings. In the event Buyer defaults in the payment of the purchase price of any order, Buyer agrees that it will also be responsible to pay all costs, including attorney’s fees and other expenses of collection resulting from any such default by Buyer. Any objections to Seller’s invoices must be made in writing and submitted within ten (10) days of the invoice. Buyer shall not be entitled to set-off any amounts due Buyer against any amount due Seller in connection with the sale and purchase of Products. See our Pricing Policy page on this website for more details.
- SHIPMENT, HANDLING, AND DELIVERY. Title to and risk of loss of all Products shall pass upon Seller’s delivery to the carrier for shipment to Buyer. Shipping and handling charges will be added to the quoted price for the Products. Seller will bill actual shipping charges if any, plus appropriate handling, insurance, and hazardous materials surcharges (where applicable). Delivery of the Products to the carrier at Seller’s shipping point shall constitute Seller’s sole shipping obligation and Buyer shall thereafter bear all risks of loss or damage in transit. Unless Buyer specifies the mode of shipment, Seller will determine the method of shipment and choice of carrier. Delivery dates are approximate, dating from the receipt of all required information, and Seller shall have no liability to Buyer for Seller’s delay or default in delivery due to strikes, secondary boycotts, riots, wars, accidents, fires, floods or other acts of God, explosions, vandalism, government embargoes, priorities or regulations, transportation delays, shortages of labor, fuel, materials, supplies, power, transportation facilities or other similar causes beyond Seller’s reasonable control. See our Shipping Policy page on this website for more details.
- ACCEPTANCE AND RETURN SHIPMENTS. Upon Buyer’s receipt of Products, Buyer shall immediately inspect the same and shall notify Seller in writing within one (1) day of delivery of any claims for shortages and within two (2) days of delivery of any claims for defects or damages. If Buyer shall fail to so notify Seller within the applicable period, such Products shall conclusively be deemed to conform to their respective specifications and to have been irrevocably accepted by Buyer. Conforming products may not be returned for credit except with Seller’s prior agreement, and then only in strict compliance with Seller’s instructions. Buyer must request a return within seven (7) days from a Product being delivered. Any returned Product must be freight prepaid by Buyer. Any returned Product must be in the original packaging and must be in resalable, new, unopened condition. Any returned items may be subject to a restocking fee to be determined by Seller. All shipping charges are non-refundable and will be deducted from the amount of any refund. Under no circumstances will Seller accept for return, exchange or refund, any sale or promotionally-priced Products, Refurbished Products, Products that have been altered, customer special order Products or any Products that are in a non-saleable condition. See our Returns and Refunds Policy page on this website for more details.
- WARRANTY. BUYER’S SOLE AND EXCLUSIVE WARRANTY, IF ANY, IS THAT PROVIDED BY THE PRODUCTS’ MANUFACTURER. THIS WARRANTY IS EXCLUSIVE, AND SELLER MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS CONCERNING THE PRODUCTS (WHETHER IMPLIED BY STATUTE OR OTHERWISE) AND SPECIFICALLY EXCLUDES SUCH WARRANTIES AND REPRESENTATIONS TO THE FULLEST EXTENT PERMITTED BY LAW. SELLER SPECIFICALLY MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. SELLER SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE ARISING FROM THE FAILURE OF ANY PRODUCT TO BE SUITABLE FOR ANY PURPOSE WHATSOEVER. PRODUCTS SOLD BY SELLER ARE NOT designed for commercial use any commercial use of PRODUCTS BY BUYER will void ALL PRODUCT Warranties. See our Warranties webpage on this website for more details.
- LIMITATION OF DAMAGES. Notwithstanding anything else herein contained, in no event shall the aggregate liabilities of Seller to Buyer arising out of or relating to any transaction between them exceed the purchase price paid by Buyer to Seller for the Products at issue. In no event will Seller be liable for Products damaged in shipment or in any other manner without the fault of Seller, improper care or storage of the Products or for any expenses incurred by Buyer in testing or attempting to correct any non-conformance of the Products. SELLER SHALL NOT IN ANY EVENT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND RESULTING FROM THE DESIGN, MANUFACTURE, SALE, TRANSPORTATION, USE OR FAILURE OF THE PRODUCTS, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OF USE, LOSS OF WORK IN PROGRESS, DOWNTIME, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE ANTICIPATED SAVINGS, LOSS OF BUYER PROPERTY OR ANY LIABILITY OF BUYER TO A THIRD PARTY, OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE OR LOSS OCCASIONED BY SUCH PRODUCT INCLUDING PERSONAL INJURY OR PROPERTY DAMAGE, WHETHER BASED UPON WARRANTY, CONTRACT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER CAUSE OF ACTION ARISING IN CONNECTION WITH THE PRODUCTS SOLD BY SELLER.
- BUYER’S REPRESENTATIONS AND INDEMNITY. Buyer expressly represents and warrants that Buyer will properly use any Products purchased from Seller in accordance with the practices of a reasonable person who is an expert in the field and in strict compliance with applicable law, rules, and regulations. Buyer agrees to indemnify and hold harmless Seller, its employees, agents, successors, officers and assigns for and against any and all suits, claims, demands, liabilities, losses, damages and/or expenses, including costs and fees of legal counsel and all other costs of defending any action, that Seller may incur as a result of any act or failure to act by Buyer, its officers, agents or employees, successors or assignees, its customers or all other third parties, whether direct or indirect, in connection with the possession or use of any Product sold by Seller or by reason of Buyer’s breach of any of its agreements contained herein. Buyer shall notify Seller in writing within fifteen (15) days of Buyer’s receipt of knowledge of an accident, or incident involving Seller’s Products which results in personal injury or damage to property, and Buyer shall fully cooperate with Seller in the investigation and determination of the cause of such accident.
- Notice to California Residents. California Proposition 65 requires that special warnings be provided when products contain chemicals known by the State of California to cause cancer, birth defects, or other reproductive harm if the use of those products may cause exposure to those chemicals above specified limits. These warnings relate to some but not all tools, lead crystal glassware, ceramic tableware, tiffany style lamps, and electrical cords. Please call us prior to ordering if you have any questions regarding the safety of these products.
- Technical Service. At Buyer’s request, Seller may furnish technical assistance and information with respect to the Products. Unless otherwise agreed in writing, Buyer assumes sole responsibility for results obtained in relying on this information. Seller makes no warranties with respect to technical assistance or information provided. Any suggestions by Seller regarding use, application, or suitability of the Products shall not be construed as an express or implied warranty.
- Changes to THESE general terms and conditions OF sale. Seller may occasionally update these Terms and Conditions to reflect changes in practices. When Seller posts modifications to these Terms and Conditions, Seller will revise the “Last Updated” date at the top of this webpage. The modified Terms and Conditions will be effective immediately upon posting on the Seller’s website. Seller encourages Buyer to periodically review Seller’s website for the latest information on these Terms and Conditions. If Seller objects to any modification, Buyer’s sole recourse is to not purchase Products from Seller.
- MISCELLANEOUS. Any dispute concerning these Terms and Conditions, including as to the legality, interpretation or application shall be governed by the laws of the State of Indiana, without regard to its principles of conflicts of laws. Buyer agrees that any disputes that concern the Products and/or these Terms and Conditions shall be brought in the state courts of the State of Indiana, County of Hamilton, and Buyer specifically waives any and all objection to venue in those courts. The prevailing party in any legal proceeding shall be entitled to recover its reasonable attorneys’ fees, court costs and other expenses from the non-prevailing party. Seller’s failure to strictly enforce any term or condition contained in these Terms and Conditions shall not constitute a waiver of Seller’s right to strictly enforce such terms or conditions at any time in the future. If any provision of these Terms and Conditions shall be held to be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby. The paragraph headings contained herein are for convenience only and are not to be considered in interpreting these Terms and Conditions. These Terms and Conditions benefit and bind Seller, Buyer and their respective legal representatives, successors, and permitted assigns. Notices to Seller shall be made in writing and sent by registered mail (return receipt requested) or another trackable delivery service to 1015 Orlando St. Carmel, IN 46032. The parties acknowledge that each party has reviewed these Terms and Conditions and has had an opportunity to have legal counsel review these Terms and Conditions. The normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of these Terms and Conditions. Unless the context otherwise requires, the singular includes the plural and plural the singular, and masculine, feminine and neuter genders are interchangeable. Unless expressly provided otherwise, the word “day” refers to a calendar day.