TERMS AND CONDITIONS OF SALE
Kadant Johnson Inc., Three Rivers, Michigan, USA

  1. DEFINITION
    As used herein, the term “Kadant Johnson” shall mean Kadant Johnson Inc. and it’s subsidiaries.

  2. PRICES
    1. SUBJECT TO CHANGE: All prices are subject to change without notice and the price shall be that in effect at the time of shipment. Prices are F.O.B. Shipping Point.
    2. TAXES: Any tax or other governmental charge upon the production, sale or shipment of products imposed by Federal, State, Municipal or other authorities must be paid by the Buyer.

  3. TRANSPORTATION CHARGES AND ALLOWANCES
    No freight allowed.

  4. ORDERS
    1. SUBJECT TO ACCEPTANCE BY: All orders are subject to acceptance and approval by Kadant Johnson Credit Department and are not binding until and unless so approved and accepted.
    2. ORDER ACKNOWLEDGEMENT: Written acknowledgment of an order will constitute acceptance and will thereby be a binding contract which cannot be modified or canceled by BUYER without written consent of Kadant Johnson except that in the event of a price increase applying to said order, BUYER may cancel order prior to shipment by Kadant Johnson.
    3. ORDER CANCELLATION: There will be no cancellation charge for items normally stocked or for any item not in manufacturing process. Charges on non-stock items (as determined by Kadant Johnson) or specials in manufacturing process when cancellation is received will be the regular selling price.
    4. ACCEPTANCE OF ORDERS: No order placed with Kadant Johnson shall be considered as accepted until officially acknowledged in writing by Kadant Johnson. The Terms and Conditions stated herein shall constitute the entire sales agreement between the parties and any contrary or additional Terms and Conditions submitted by parties other than Kadant Johnson shall be deemed to be of no effect. Kadant Johnson reserves the right to select its own customers and the right to reject any order.
    5. DESIGN: Kadant Johnson shall have no liability for design nor the adequacy of specifications furnished by BUYER. BUYER accepts sole responsibility for the use of any technical advice or recommendations that Kadant Johnson may furnish.
    6. AFFIDAVITS: Orders requiring affidavits must so state when orders are entered.
    7. CERTIFICATION: Certification to specifications will be furnished at no extra charge when no physical test data is required. Kadant Johnson reserves the right to make a charge for any special testing or data when such data is required to meet specific specifications. All such requests must so state on the face of the purchase order or release when orders are entered.
    8. RIGHT OF REFUSAL: Kadant Johnson reserves the right to reject any order or refuse to bid on any requirement.
    9. SUSPENSION OF PERFORMANCE: If in Kadant Johnson’s judgment reasonable doubt exists as to BUYER’s financial responsibility, or if BUYER is past due in payment of any amount owed to Kadant Johnson, Kadant Johnson reserves the right, without liability and without prejudice to any other remedies, to suspend performance, decline to ship, or stop any material in transit until Kadant Johnson receives payment of all amounts owed to Kadant Johnson, whether or not due or adequate assurance of such payment.

  5. DELIVERY
    1. SHIPPING DATES: Shipping dates are approximate only and subject to change.
    2. UNFORSEEN DELAYS: Kadant Johnson shall not be liable in damages or otherwise for delays or failure in performance when caused by circumstances of every nature and description and, however arising, beyond Kadant Johnson’s reasonable control. In the event that Kadant Johnson is unable, due to any such occurrence or otherwise, to fulfill its total commitments to all customers, BUYER agrees to accept as full and complete performance by Kadant Johnson, deliveries in accordance with such plan or proration as Kadant Johnson may adopt.
    3. PACKAGING: Kadant Johnson will provide commercial packaging adequate, under normal conditions, to protect the goods in shipment and identify the contents. Should BUYER request any special packaging, it will be done at BUYER’s expense.
    4. ROUTING: All goods will be shipped via the cheapest or most expeditious means of transportation under the circumstances, unless BUYER indicates otherwise. If BUYER provides no routing instructions, Kadant Johnson shall be the sole judge of the best method of routing shipment.
    5. CLAIMS: Claims for loss or damage in transit must be entered and prosecuted by the BUYER.
    6. SHORTAGES: Shortages must be reported within 30 days of receipt of shipment. Adjustments to be made at the discretion of Kadant Johnson.

  6. RETURNED GOODS
    1. Kadant Johnson reserves the right to improve its products thru changes in construction or materials without being obligated to incorporate such changes, or to make exchanges, in terms of prior manufacture.
    2. NOTIFICATION: BUYER will be deemed to have inspected and accepted any shipment under this contract if, within 30 days after BUYER’s receipt of goods, BUYER has not notified Kadant Johnson in writing that such goods are rejected and the grounds therefor.
    3. RETURN OF GOODS: No goods may be returned by BUYER for any reason without Kadant Johnson’s prior written authorization.
    4. HANDLING CHARGE: Handling charge may be levied at the discretion of Kadant Johnson.

  7. TOOLING
    All tooling required to produce the goods shall remain the property of Kadant Johnson unless specific written arrangements are otherwise made. In any case, Kadant Johnson’s responsibility is limited to proper design, proper handling in manufacture and storage, and to properly insure tooling. The BUYER is responsible for cost resulting from: (1) alterations requested by BUYER, (2) major repairs or replacement caused by normal wear or (3) additional costs incurred when new factors are introduced, such as shorter lead time and/or increased rate of delivery. The term “Tooling” shall include such items as patterns, molds, dies, forms, jigs, mandrels, fixtures and other special equipment, except machinery which is required to produce the goods.

  8. GENERAL
    1. All products sold are subject to the following warranty: Kadant Johnson warrants for a period of one year from date of shipment to the original BUYER that the product is free from defects in materials and workmanship. KADANT JOHNSON MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING WITHOUT LIMITATION, THE WARRANTY OF MERCHANTABILITY OR THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THE LIMITED WARRANTY SET FORTH ABOVE. Every claim under this warranty shall be deemed waived unless in writing and received by Kadant Johnson within thirty (30) days of the date the defect to which each claim relates is discovered or should have been discovered.
    2. LIMITATION OF LIABILITY: It is expressly understood and agreed that the limit of Kadant Johnson’s liability shall, at Kadant Johnson’s sole option, be the repair or resupply of a like quantity of nondefective Product and that Kadant Johnson shall have no other liability. It is also agreed that Kadant Johnson shall not be liable for any incidental, consequential, or other damages for any alleged negligence, or breach of limited liability set forth above.
    3. TITLE: Title to the goods described herein shall remain in Kadant Johnson until paid for in full by BUYER. However, the risk of loss shall vest in the BUYER at the time of delivery of products to the carrier at Kadant Johnson’s plant.

  9. MODIFICATION OF TERMINATION
    These Terms and Conditions of Sale cancel and supersede all previous issues, supplements and revisions, and are subject to change without prior notice. All Kadant Johnson published prices and terms and conditions of sale are subject to change or withdrawal by Kadant Johnson without prior notice. Anything in BUYER’s Purchase Order notwithstanding, the terms and conditions herein control this sale.

Issued: 5/12/05

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