KORE OUTDOOR INC.
TERMS AND CONDITIONS OF SALE
These terms and conditions shall apply to all orders accepted by Kore Outdoor Inc. and any of its affiliates (individually or collectively, as the context may dictate, “Company”) that are received from or on behalf of the entity set forth in the shipping address of the relevant invoice issued by Company (“Customer”). Each Company shall be responsible for its own actions and Products (as defined below), and there shall be no joint or several liability among and between any Companies. The Customer’s acceptance of the Products (as defined below) from Company shall be deemed to constitute acceptance of the terms and conditions contained herein.
A. Warranty Registration. Except as otherwise expressly set forth in an order and as expressly agreed in writing by the Company, these warranty terms shall apply in the event of any and all claims made by Customer for warranty coverage. To activate the Limited Warranty with respect to any loader purchased from the Company (each a “Loader”), Customer must register the Loader within thirty (30) days of the date of original retail sale by completing the form found on the Paintball Solutions website: https://www.paintballsolutions.com/index.php/warranty-registration/.
The Limited Warranty for the Company’s accessories other than Loaders does not require activation or registration; by registering the Loader, Customer activates the warranty for the accessories. The length of the Limited Warranty (the “Warranty Period”) for each brand of product and category can be found at https://www.paintballsolutions.com/index.php/warranty-information/product-warranty-length/, which is hereby incorporated herein by reference.
B. Limited Warranty. The Company warrants to the Customer that, subject to these Terms, its Products will be free of defects during the Warranty Period. The Company, in its sole discretion, will repair or replace Product defects in material or workmanship, at no charge to Customer, for the Products during the Warranty Period from the date of original retail sale.
This Limited Warranty is non-transferable, and it does not cover damage or defects to the Products caused by (a) improper storage or maintenance; (b) alteration or modification; (c) unauthorized repair; (d) accident; (e) abuse or misuse; (f) neglect or negligence; and/or (g) normal wear and tear. The Company does not authorize any person or representative to assume or grant any other warranty obligation with the sale of the Products.
THIS IS THE ONLY EXPRESS WARRANTY GIVEN WITH THE PURCHASE OF ANY PRODUCT; ANY AND ALL OTHER EXPRESS WARRANTIES ARE DISCLAIMED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO WARRANTIES, WHETHER EXPRESS OR IMPLIED, SHALL APPLY AFTER EXPIRATION OF THE WARRANTY PERIOD.
Some jurisdictions do not allow limitations on the duration of certain warranties. If Customer is in such a jurisdiction, the limitations on warranties set forth above shall apply to the maximum extent permitted under applicable law. The sole and exclusive liability of the Company and/or its authorized dealers under this Limited Warranty shall be for the repair or replacement (as the Company shall determine) of any part or assembly of a Product determined by the Company to be defective in material or workmanship.
THE COMPANY SHALL NOT BE LIABLE FOR, AND CUSTOMER EXPRESSLY DISCLAIMS, ANY DIRECT, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (COLLECTIVELY, “DAMAGES”) ARISING OUT OF THE SALE OR USE OF, OR CUSTOMER’S INABILITY TO USE, THE PRODUCT. NO PAYMENT OR OTHER COMPENSATION WILL BE MADE FOR DAMAGES, INCLUDING INJURY TO PERSON OR PROPERTY OR LOSS OF REVENUE WHICH MIGHT BE PAID, INCURRED OR SUSTAINED BY REASON OF THE FAILURE OF ANY PART OR ASSEMBLY OF THE PRODUCT.
C. Warranty and Non-Warranty Repairs For Limited Warranty parts, service, information or manuals in other languages, (where applicable) contact Paintball Solutions: www.paintballsolutions.com. Customer can also contact Company at the contact details provided at https://www.paintballsolutions.com/index.php/warranty-information/warranty-document-english/.
III. General Sales Terms
A. General. Customer agrees to purchase from Company, and Company agrees to sell, package and ship to Customer the products and quantities set forth in orders issued by Customer and accepted by Company from time to time hereunder (collectively, the “Products,” or individually a “Product”). Company shall have the right to accept or reject each order issued by Customer. In the event of any conflict between the terms of an order and these terms and conditions (the “Terms”), these Terms shall take precedence and control. No modification of these Terms shall become effective unless agreed to in a writing signed by Company. Without limiting the preceding sentence, in the absence of such a signed agreement, any terms in any order or confirmation provided by or on behalf of Customer that are inconsistent with or in addition these Terms shall constitute a material modification and are deemed rejected, notwithstanding the timing of delivery of such differing terms. Company may revoke these Terms at any time with or without cause and without prior notice to Customer.
B. Shipping and Title. All shipments shall be made Ex Works (EXW) Company’s facilities or as designated on relevant bills of lading. Company shall load the Products on board the collecting vehicles (be they vehicles of the Customer, a carrier arranged by the Customer, or a carrier arranged by Company on behalf of the Customer). Company shall not be responsible for any other goods (or their state or condition) loaded on such vehicles. Once loaded, all title, risk and liability for the Products shall pass to the Customer, and the Customer shall be solely responsible for the transportation of the Products from Company’s warehouse. The Customer shall irrevocably indemnify and hold harmless Company from any and all losses, costs or damages that may be sustained or incurred by the Customer, Company and/or any third party in connection with the
Products once they have been loaded onto a vehicle, including without limitation during their subsequent transportation. Customer will be responsible for all duties, freight, insurance, other shipping costs and any loss or damage incurred during shipping and all claim processing related to any such loss or damage. Company, at its option, may pay duties, freight, insurance and other shipping costs on Customer’s behalf and invoice the Customer for these costs. Delivery and shipping times are not of the essence. Delivery dates provided by Company are estimates only. Company cannot guarantee shipment within this period, and Company shall not be liable for any delays in delivery howsoever caused, even if Company is or becomes aware of foreseeable losses or other damages. Company may under-ship or over-ship orders based on Product availability and Company’s convenience based on its understanding of previous and existing course of conduct between Company and Customer. Delivery of a quantity of Product that varies from the quantity specified by the Customer shall not relieve Customer of the obligation to accept delivery and pay for any Product delivered. Company will notify Customer of order details once an order has shipped. Customer agrees that Company may exercise reasonable discretion relating to the packaging and labeling of shipments. Orders cannot be cancelled by Customer later than 12 hours before Company’s normally anticipated shipping date and time.
C. Returns. Return authorization requests must be submitted by Customer, must specify the reason for the return, and must be approved by Company in writing. If Company issues a return material authorization number (“RMA”), Customer shall include such RMA number on all related correspondence. Company reserves the right to refuse to approve return authorizations in its sole discretion, including if Customer’s account is not current, among other things. No returns will be accepted without prior written authorization by Company or after the earlier of 30 days past shipping, or 10 days after delivery. Except in the case of over-shipped orders, Customer shall bear all costs associated with returns. Credits will only be issued once returns are received and accepted, and after Company’s evaluation and, if applicable, confirmation of the claimed product defect, and after credit memos, if any, are issued. Failure to make a timely return authorization request shall constitute irrevocable acceptance of the Products and an admission that the Products delivered comply with all applicable terms, conditions, and specifications. The Company may repair or replace defective Products in its sole discretion, in lieu of issuing a credit, but shall have no obligations other than that. Any repair or replace shall not toll or extend the current warranty period for the relevant Products, and the warranty for replacement products shall end on the last date of the warranty that applied to the Products that have been replaced.
D. Payment. The Customer agrees to pay Company in accordance with Company’s current credit terms effective on the date of invoice. Late payments will be charged interest at the rate of 2% per month or, if less, the maximum amount permitted under applicable law. If the Customer is late in making payments under an order, then in addition to any other rights Company may have, Company may elect to deliver only for payment upon delivery (“COD”), or to stop or withhold from shipping any Products until the owner brings the account up to date. If such stoppage occurs, the Customer shall be responsible for reimbursing Company for all costs incurred as a result, including warehousing and storage costs.
E. Taxes. Unless noted otherwise in Company’s quotation to the Customer, the prices specified do not include any sales, use or other taxes which may be payable under applicable laws. In the event that any such taxes are payable, the Customer shall promptly and timely pay them in accordance with any invoice issued by Company or, where such taxes are payable but are not noted on an invoice issued by Company, the Customer shall self-assess and remit such taxes directly to the appropriate taxing authorities. The Customer shall irrevocably indemnify and save harmless Company from and against any and all liabilities, claims, expenses (including reasonable lawyer’s fees and disbursements), suits, proceedings, judgments, interest, and penalties arising from, as a result of or in connection with the Customer’s failure to promptly pay or remit any such taxes.
F. Costs of Collection. Customer agrees to pay, in addition to all other sums payable hereunder, all costs and expenses of collection, including but not limited to reasonable attorneys’ fees. Customer, and any and all endorsers and guarantors of debt incurred or credit extended under these Terms severally waive presentment for payment, notice of nonpayment, protest, demand, notice of protest, notice of intent to accelerate, notice of acceleration and dishonor, diligence in enforcement and indulgences of every kind and without further notice hereby agree to renewals, extensions, exchanges or releases of collateral, taking of additional collateral indulgences or partial payments, either before or after maturity of the subject debt.
G. Applicable Law. These Terms shall be governed by and construed and enforced in accordance with the laws of the laws of the State of New York, including its Uniform Commercial Code, without regard to its principles of conflict of laws. The United Nations Convention on Contracts for the International Sales of Goods shall not apply.
H. Notices. Any notices required or permitted under these Terms shall be in writing and shall be sufficiently given if (i) personally delivered, (ii) sent by registered or certified mail, in all such cases with first class postage prepaid, return receipt requested, or (iii) sent by e-mail transmission at such email addresses as may be subsequently furnished in writing. Any notices given hereunder shall be addressed to the other party at the address shown on the face of the relevant order and shall be effective upon actual receipt.
I. Force Majeure. Neither Customer nor Company shall be liable for any delays in the performance of any of its obligations hereunder due to causes beyond its reasonable control, including, but not limited to, fire, strike or labor disturbance, war or terrorist acts, riots, acts of any civil or military authority, acts of God, pandemic or epidemic or governmental responses, orders or mandates in response thereto.