Terms and Conditions
As used in this Order Terms and Conditions (the "Agreement"), the words "you," "your," and "customer" each mean the person or entity ordering, purchasing or using any Knox product. The words "we," "our," and "Knox" each mean Knox Associates, Inc. d/b/a The Knox Company, an Arizona corporation, with a place of business located at 1601 W. Deer Valley Road, Phoenix, Arizona 85027. The words "Equipment" or "Product" mean the products ordered by you from us. By using Products or Equipment, you hereby agree to the following:
1. All Equipment and Products are subject to this Agreement. Knox rejects any and all other terms and conditions of sale proposed or discussed by you or others in connection with Equipment or Products. This Agreement shall constitute the entire and exclusive contract of sale between you and Knox, and any additional or different terms in any purchase order, counteroffers, invoices, order forms or where ever contained are objected to and rejected.
2. AAll orders for Products are subject to availability. We reserve the right to reject any order for any reason. We will use all reasonable efforts to deliver Products by a requested delivery date. However, delivery dates are approximate and we are not liable for delays in delivery for any reason.
3. Subject to payment in full, title to Products will pass to you, FOB our shipping dock. Transportation will then be at your risk, and any loss or damage after our delivery to the carrier will not relieve you of your payment obligations to us.
4. Before shipping Products to you, we will perform our standard factory inspection and acceptance tests on the Products, and satisfactory completion of inspection will constitute your acceptance of the Products. At your request, we will certify in writing our completion of inspection tests.
5. You shall pay all amounts due according to the payment terms as agreed to with us, in United States dollars, delivered to us at the address stated on the invoice or as otherwise required by us. If you fail to pay any charges when due, in addition to such overdue amounts you shall pay a late-payment charge on the unpaid balance equal to the lesser of 1.5 percent per month or the lawful maximum. You have no set-off rights.
6. We warrant that Products sold to you under this Agreement will conform to our then-current published specifications for the Product and shall be limited to the warranty period specified by Knox for that Product on the date of your order. We reserve the right to make changes to our Products and have no obligation to alter previously purchased Products. Our sole obligation to you and your exclusive remedy under this warranty is as follows:
- We will repair or replace without charge Products found to be defective so long as you return the Products to us, freight prepaid, to our service center in Phoenix, Arizona. At our option, however, we may instead elect either to repair the Product at your facility or else accept return of the Product and refund the purchase price to you.
- We will not be required to ship a replacement Product until we have confirmed through our examination that your Product is in fact defective. We will pay freight costs to ship any repaired or replacement Product to you if your Product is found to be defective, through no fault of you. If we are unable within a reasonable time to repair or replace your item, then you will be entitled to the refund of your purchase price.
- This warranty does not apply to any unit which we determine has been subjected by you or another party to:
- operating or environmental conditions not in conformance with our written specifications, installation guides or recommendations;
- damage, misuse or neglect;
- improper installation, repair, modification or alteration; or
- use for which it was not intended or designed.
This warranty also excludes expendable items, such as lamps, fuses, or other parts which fail from normal use.
These warranties and remedies shall become null and void in the event the Products have been or are being used by anyone other than the original purchaser of the Product or if the Product has been or is currently being used at a location other than the original installation address.
THIS IS OUR ONLY WARRANTY FOR PRODUCTS. KNOX EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, GUARANTEES OR REMEDIES - WHETHER EXPRESS, IMPLIED, OR STATUTORY - INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE ALSO DISCLAIM ANY IMPLIED WARRANTY ARISING OUT OF TRADE USAGE OR OUT OF A COURSE OF DEALING OR COURSE OF PERFORMANCE. AND IN NO EVENT SHALL OUR LIABILITY TO YOU EXCEED THE LIMITATIONS SPECIFIED IN THIS AGREEMENT.
7. You acknowledge that all right, title and interest in all patents, copyrights, trademarks, trade dress, trade secrets and other intellectual property embodied within, covering or in any way regarding the Products is owned exclusively by Knox, or its licensor(s), and all rights with regard to such intellectual property are reserved. You represent, warrant and covenant that you will not claim any right, title or interest in, or use, any such intellectual property, including any and all codes to keys, keyways and keywrenches all of which remain exclusively the property of Knox or its licensor(s), and that you will not bring any suit or proceeding in an attempt to invalidate or claim any such intellectual property rights.
8. Neither Knox nor you will be liable to the other for any delay or failure to perform if that delay or failure results from a cause beyond its reasonable control.
9. YOUR EXCLUSIVE REMEDIES CONCERNING OUR PERFORMANCE OR NONPERFORMANCE ARE THOSE EXPRESSLY STATED IN THIS AGREEMENT. UNDER NO CIRCUMSTANCES WILL KNOX BE LIABLE FOR REPROCUREMENT COSTS, LOST REVENUE OR PROFITS, LOSS OF DATA, OR FOR ANY OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF THEY WERE FORESEEABLE OR YOU HAVE INFORMED US OF THEIR POTENTIAL AND WE WILL NOT BE LIABLE FOR ANY DAMAGES CLAIMED BY YOU BASED UPON ANY THIRD PARTY CLAIM. OUR TOTAL LIABILITY TO YOU FOR YOUR DAMAGES UNDER THIS AGREEMENT WILL NOT EXCEED THE PRICE YOU PAID TO US FOR THE PRODUCTS AT ISSUE IN YOUR CLAIM. THIS LIMITATION WILL APPLY REGARDLESS OF THE FORM OF ACTION (I.E., WHETHER THE LAWSUIT IS IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE). BECAUSE SOME STATES DO NOT ALLOW EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES KNOXâ€™S ENTIRE LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
10. You shall indemnify and save Knox harmless from all claims, losses, damages, expenses (including reasonable legal fees) and liability resulting from or in any way connected, directly or indirectly, with a breach of your obligations under this Agreement, third party claims, or with the possession, handling, sale or use of the Products or goods made from the Products delivered hereunder.
11. You will be invoiced and will pay all sales, use, excise, and other taxes on Products unless exempt under law or you furnish us with a valid resale or exemption certificate. The reporting and payment of all taxes for Products is your sole responsibility. You will also be responsible for all transportation costs, insurance charges, customs duties, and loss or damage settlements. Our prices for Products do not include such taxes or charges; where applicable, they will be added to your total invoice amount. You will not be responsible, however, for taxes levied against us based upon our net income or net worth.
12. We will honor the return or exchange of Products and Equipment within ninety (90) days of purchase, if the Products or Equipment have not been used or installed or modified. Products that have been used, installed or modified will not be accepted for return or exchange. In addition, all Knox key boxes, vaults, and cabinets must be returned in the original shipping box and packaging materials.
Before shipping Products for return or exchange, you must obtain a Return Authorization Number from us. Call 1-800-552-5669 (outside of Arizona) or 623-687-2300 (in Arizona) for your authorization number.
There will be a restocking charge for all Products that are returned or exchanged. The restocking charges are as follows:
|Knox Gate and Key Switch™, Knox Padlock™||$15.00|
|Knox FDC Lock™ / Storz Lock™ / Standpipe Lock™||$15.00|
|Knox Storz Lock Adapters||$15.00|
|Knox Recess Mounting Kit||$15.00|
|Knox Residential Box™||$25.00|
|Knox Remote Power Box™||$50.00|
|Knox Elevator Box™||$35.00|
|Knox Document Cabinet™||$75.00|
|Knox Setralock® / KeySecure®||$50.00|
|Knox MedVault® Large or Small Capacity||$75.00|
|Knox Postal Key Keeper®||$25.00|
|Misc. Accessories - MicroSwitch, Tamper Alert, Multi-Purpose Electrical Switch||$5.00|
|KnoxBox Doors Only||$25.00|
|KnoxBox Shell Only||$15.00|
13. If for any reason we are unable to supply the total demand for Products that you request, we may in our sole discretion distribute our available supply of Products among our customers, and we shall have no obligation to purchase supplies of the goods from third parties to enable us to perform our obligations to you under this Agreement.
14. This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona without resort to conflict of laws rules. Each party irrevocably agrees that any action, suit or other legal proceeding against them shall be brought in a court of the State of Arizona or in the United States District Court for the State of Arizona. By execution and delivery of this Agreement, each party irrevocably submits to and accepts the jurisdiction of each of such courts and waives any objection (including any objection to venue, enforcement, or grounds of forum non conveniens) which might be asserted against the bringing of any such action, suit or other legal proceeding in such courts. In the event any proceedings are commenced to enforce or construe this Agreement or the Equipment or Products, then the prevailing party in such proceedings shall be entitled to its reasonable attorney fees thereby incurred. In the event a judgment is entered in such proceedings, it is agreed that said judgment shall provide that the prevailing party shall be entitled to recover all attorney fees reasonably incurred in enforcing said judgment.
15. This Agreement represents the entire agreement between us regarding the Equipment or Products. The parties specifically disclaim the application of the United Nations Convention on Contracts for the International Sale of Goods. It also supersedes all previous verbal or written communications between us regarding its subject matter. If any provision is held invalid, all other provisions shall remain valid, unless such invalidity would frustrate the purpose of our Agreement.