Terms of service
North America and EU
(United States and the European Union)
The EU countries are: Austria, Belgium, Bulgaria, Croatia, Republic of Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain and Sweden.
1 – LIMITS OF AGREEMENT.
KM Innovation USA or its affiliate named on the quote offers to sell products or services in accordance with the terms set forth in the quote and KM Innovation USA's North America and European Union Terms and Conditions. These terms override any conflicting terms or conditions from the buyer. The agreement is conditional upon the buyer's acceptance of these terms, excluding all other terms and conditions. Amendments to these terms are only valid in writing and signed by an officer of KM Innovation USA. Offers by KM Innovation USA are valid for the period stated on the quote or, if not stated, for thirty days from the offer date. No representative of KM Innovation USA has the authority to extend or accept offers on behalf of the company beyond these terms.
2 – PRODUCTS AND SERVICES PROVIDED AND PRICE.
(a) KM Innovation USA offers newly manufactured products, possibly using components from previous units that meet their specifications.
(b) Prices are as stated in the quote, including packaging costs for domestic shipments.
(c) Quoted prices exclude applicable taxes and customs duties, which are added if KM Innovation USA is legally required to collect them. Buyers must provide tax exemption certificates where applicable or reimburse KM Innovation USA for such taxes and duties.
(d) Prices cover only the products and services listed in the quote and exclude technical data, proprietary rights, and patent rights unless otherwise agreed in writing.
(e) The terms are binding for the purchase and sale of products and services listed in the quote. Items not included in the quote may be purchased separately.
(f) KM Innovation USA reserves the right to apply surcharges in response to significant increases in production costs.
3 – PAYMENT TERMS.
(a) KM Innovation USA requires payment within 30 days of the invoice date, subject to credit approval. Alternative payment terms may be imposed, such as advance payment. KM Innovation USA reserves the right to alter or revoke credit terms. Overdue payments accrue interest at 1.5% per month or the highest legal rate. Full payment is necessary despite any delays in installation or delivery of documentation.
(b) KM Innovation USA may request advance payments or make shipments C.O.D. If advance payment is not made, or payments are overdue, KM Innovation USA can cancel orders or demand immediate payment for delivered products or services.
(c) For partial deliveries, payment is due for the quantity delivered. KM Innovation USA can withhold further shipments if the buyer defaults.
(d) To secure its obligations, the buyer grants KM Innovation USA a security interest in all products and related proceeds. KM Innovation USA may pursue secured creditor remedies for any default by the buyer. The buyer must assist in perfecting this security interest.
4 – Transportation; Title and Risk of Loss, Insurance.
(a) KM Innovation USA specifies that transportation costs are the buyer's responsibility, unless a different arrangement is agreed in writing. KM Innovation USA has the discretion to choose the transport method and may insure the products at the buyer's expense. Title and risk of loss pass to the buyer upon delivery to the carrier, as per EXW (Incoterms 2020) terms.
(b) The buyer is liable for products despite any confiscation, destruction, or damage. Risk remains with the buyer until products are returned to KM Innovation USA.
(c) KM Innovation USA maintains specific insurance policies to cover various liabilities and compliances.
5 – SHIPMENT.
KM Innovation USA is committed to meeting shipment schedules with reasonable efforts. Shipment times provided are estimates and KM Innovation USA isn't liable for any delays or failures in delivering. They reserve the right to manage inventory and production, including altering delivery quantities and timings. KM Innovation USA isn't accountable for missed estimated delivery dates unless explicitly agreed in writing. Orders can't be canceled, deferred, or rescheduled without KM Innovation USA's written approval. Delays due to incomplete or incorrect shipping information provided by the buyer are not KM Innovation USA's responsibility.
6 – INSPECTION AND ACCEPTANCE.
Upon delivery, buyers have five days to inspect KM Innovation USA's products. This inspection right does not affect the transfer of ownership as stated in Section 4. Acceptance of products is assumed at the time of delivery. Any issues or nonconformities identified during inspection are addressed under Section 9. Services are considered accepted once they are provided.
7 – FACTORY AND SITE TESTING.
(a) Factory Acceptance Testing (FAT) at KM Innovation USA's facility requires scheduling within 30 days after production completion. The FAT should be finished in one day for remote tests or two days for onsite tests. Additional charges may apply for extended FAT processes. Late delivery liability due to FAT scheduling is not borne by KM Innovation USA. A failure to schedule and complete FAT in the given time frame will lead to a waiver of this right. Buyers must provide necessary test parts for FAT 10 days in advance.
(b) Site Acceptance Testing (SAT) at the buyer's location must be conducted within 30 days post-delivery. Failure to conduct SAT in this period results in its waiver. SAT outcomes do not affect the transfer of ownership as per Section 4. In cases of nonconformity, KM Innovation USA's responsibility is limited to timely repair or replacement of products to meet the agreed specifications.
8 – TERMINATION.
KM Innovation USA allows order cancellation under certain conditions. If canceled at least 60 days before the scheduled shipment, a minimum 10% termination charge plus additional costs may apply. Cancellation without KM Innovation USA's prior written agreement within 60 days of shipment incurs at least a 25% charge. For mutual terminations, conditions include payment for fully manufactured products, costs incurred for incomplete products, and a termination charge for other products. KM Innovation USA's accounting practices determine costs. Progressive payment terms are nonrefundable.
9 – LIMITED WARRANTY AND REMENDIES.
(a) KM Innovation USA guarantees its products to meet specified standards for 12 months post-shipment and be defect-free under normal use. Service parts have a 90-day warranty. Repaired or replaced items are covered for the remaining original warranty period. Services adhere to industry standards. Products classified as "samples," "design verification units," or "prototypes" and Licensed Software are sold "AS IS" without warranty.
(b) This warranty is exclusive and non-transferable, only valid for the buyer at the original delivery location. No other warranties, express or implied, are provided.
(c) Returns require KM Innovation USA's written consent and a Returned Material Authorization form. The company will repair or replace defective products, with the buyer responsible for clean, well-packaged returns and all transportation costs.
(d) To avail warranty, buyers must promptly notify KM Innovation USA in writing about any nonconformity, providing detailed descriptions and relevant purchase order information within the warranty period.
(e) Products returned without cause and in working condition may incur testing charges and will be returned at the buyer's expense.
(f) The warranty remedy is KM Innovation USA's sole obligation and the buyer's exclusive remedy. KM Innovation USA disclaims all other warranties and liabilities for any associated costs, including removal or replacement of products.
(g) Apart from express warranty obligations, KM Innovation USA is not liable for any consequential, incidental, or other damages.
10 - RIGHTS TO SUBCONTRACT.
Subcontracting Rights of KM Innovation USA: KM Innovation USA reserves the right to subcontract any part of product manufacturing, service delivery, or other work, as well as any of its obligations or rights under these terms.
11 – BANKRUPTCY OR INSOLVENCY OF BUYER.
If the buyer's financial condition raises concerns about their ability to fulfill obligations, KM Innovation USA may terminate the terms or require advance payment for further deliveries.
12 – INDEMNITY.
(a) KM Innovation USA will defend or settle any lawsuit against the Buyer alleging that a product provided by KM Innovation USA under these terms infringes any U.S. intellectual property rights, except for Excluded Claims.
(b) KM Innovation USA will not be liable for claims arising from specific excluded scenarios (Excluded Claims), which include misuse, design alterations, and use after infringement notification.
(c) THIS SECTION 12 STATES KM INNOVATION USA'S SOLE AND EXCLUSIVE LIABILITY AND OBLIGATION, AND BUYER'S SOLE AND EXCLUSIVE REMEDY FOR ANY ACTUAL OR ALLEGED INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHT BY ANY PRODUCTS OR SERVICES DELIVERED UNDER THESE TERMS. THIS REPLACES ANY OTHER EXPRESSED, IMPLIED OR STATUTORY WARRANTY AGAINST INFRINGEMENT. IN NO EVENT WILL KM INNOVATION USA BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR OTHER DAMAGES FROM INFRINGEMENT.
(d) The Buyer must indemnify KM Innovation USA against liabilities from Excluded Claims, including legal fees, and take control of the defense and settlement in such cases.
13 – NO PROPERTY RIGHTS.
(a) KM Innovation USA affirms ownership or licensing of all intellectual property rights related to its products and services. The sale of products does not grant buyers any rights to alter or combine them under existing intellectual properties.
(b) KM Innovation USA exclusively retains all intellectual property rights in all designs, inventions, and data related to its products and services. This includes rights to any new developments arising from their work, and buyers are not authorized to replicate or produce similar products.
(c) KM Innovation USA may utilize buyer feedback without obligation. They retain sole ownership of any improvements or developments based on such feedback.
14 – CONFIDENTIAL INFORMATION AND PERSONAL INFORMATION.
(a) Information provided by KM Innovation USA is considered confidential. In the absence of a nondisclosure agreement, buyers are expected to maintain the confidentiality of all information, including pricing and lead-time details, and are prohibited from using KM Innovation USA's trademarks for publicity without written consent.
(b) Any existing nondisclosure agreements will govern the exchange of sensitive information. KM Innovation USA commits to handling customer-sensitive information as per relevant policy statements and legal guidelines.
(c) The exchange of personal information in transactions must be handled with confidentiality and compliance with applicable privacy and data protection laws.
15 – SOFTWARE.
(i) KM Innovation USA retains all rights to its licensed software, including intellectual property.
(ii) For standalone software, KM Innovation USA grants a non-exclusive, limited license for internal use in connection with their products.
(iii) For software embedded in KM Innovation USA products, they grant a limited license for use and distribution in its machine code form only.
(iv) Buyers are prohibited from unauthorized use, including reverse engineering or modifying the software.
(v) Buyers must not remove any trademark, copyright, or other notices from the software.
16 – EQUAL OPPORTUNITY.
KM Innovation USA affirms its compliance with affirmative action programs as mandated by Executive Order 11246 and related regulations. This includes adherence to the Rehabilitation Act of 1973 and the Vietnam Era Veterans Readjustment Assistance Act of 1974.
17. ERRORS.
KM Innovation USA reserves the right to correct any stenographic or clerical errors.
18. APPLICABLE LAW; JURISDICTION AND VENUE.
Disputes related to these terms will be governed by Pennsylvania law. The state courts in Allegheny County, Pennsylvania, or the U.S. District Court for the Western District of Pennsylvania will have jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
19. LIMITATION OF LIABILITY.
(a) KM Innovation USA is not liable for losses or damages due to delays beyond its control, including supplier delays, force majeure, and other significant events. Delays will extend delivery or performance times reasonably.
(b) Liability is limited to repair, replacement, or refund for defective products or services, as specified in the Terms.
(c) KM Innovation USA won't be liable for procurement costs of substitute products or any consequential, incidental, or indirect damages, including lost profits or business, regardless of prior knowledge of such potential losses.
(d) The total liability is capped at the amount paid by the Buyer for the products or services causing the liability. This limit is cumulative and is the maximum regardless of the number of claims.
(e) The Buyer acknowledges that KM Innovation USA's pricing and agreement to sell are based on these liability limitations, disclaimers, and exclusive remedies.
(f) KM Innovation USA is not liable for excess costs of procurement.
20. BREACH.
Any of the following actions by the Buyer constitute a significant breach of the Terms: (a) Failing to fully pay for Products or Services when due, (b) Refusing to accept Products or Services that meet the Terms, or (c) Bankruptcy-related actions or financial instability of the Buyer. In case of such a breach, KM Innovation USA may terminate its obligations without liability. Termination for financial instability-related breaches can occur automatically without notice. The Buyer must cover all costs incurred by KM Innovation USA in enforcing its rights, including legal fees.
21. SUBSTITUTIONS, MODIFICATIONS, AND CHANGES.
KM Innovation USA reserves the right to substitute and modify product or service specifications, provided such changes don't significantly affect overall performance. Additionally, KM Innovation USA can alter its manufacturing, testing, inspection, production, quality, and business processes as needed, ensuring these modifications don't increase instances where products or services fail to meet applicable specifications.
22. SAFETY-CRITICAL AND MILITARY APPLICATIONS.
A) This section clarifies that unless KM Innovation USA explicitly states in writing that a product is suitable for safety-critical applications (like life support systems or nuclear facility operations), these products should not be used for such purposes without KM Innovation USA's written consent. KM Innovation USA requires buyers to indemnify and defend them against any liabilities arising from unauthorized use of their products in these applications.
B) It indicates that KM Innovation USA's products are not intended for military or aerospace applications unless they are specifically marked as meeting military standards (MIL-SPEC or MIL-STD). The responsibility for legal and regulatory compliance when using these products in such contexts rests entirely with the buyer, especially when the products have not been designated by KM Innovation USA for such use.
23. GOVERNMENT END USER RIGHTS.
All Products and Licensed Software developed by KM Innovation USA were created entirely at private expense, and none were initially produced under a government contract. Hence, they are classified as "Commercial Items" per 48 C.F.R. 2.101. If a U.S. Government agency, department, or instrumentality is the end-user, then the use, duplication, reproduction, release, modification, disclosure, or transfer of KM Innovation USA's commercial products and data must comply with 48 C.F.R. §§12.211, 12.212, 227.7102-2, and 227.7202. Distribution of these Products and Licensed Software to U.S. Government or U.S. Government end-users under U.S. Government contracts is permissible only if these items are licensed according to these Terms. The responsibility to ensure compliance with the aforementioned sections of 48 C.F.R. rests with the Buyer. This clause supersedes any Federal Acquisition Regulations (FAR), Defense FAR Supplement (DFARS), or other clauses addressing Government rights in computer software or technical data. Government procurement regulations are not binding on KM Innovation USA unless expressly agreed to in a writing signed by an officer of KM Innovation USA.
24. COMPLIANCE WITH LAWS, GENERAL PROVISIONS.
(a) KM Innovation USA acknowledges that parts of its Products may be developed and delivered from both domestic and international facilities.
(b) KM Innovation USA complies with all relevant laws and regulations, including labor laws, environmental laws, export/import regulations, anti-corruption laws, and data security regulations.
(c) Buyers must comply with all applicable laws, particularly when transferring, reselling, or integrating KM Innovation USA's Products. KM Innovation USA reserves the right to cancel orders if legal violations occur.
(d) Buyers are expected to be knowledgeable about and comply with environmental and export laws, including the United States Foreign Corrupt Practices Act and similar international laws.
(e) Buyers are responsible for any fines or penalties due to violations of export or anti-corruption laws.
(f) Assignment of rights or obligations under these Terms requires KM Innovation USA's written consent. Without this consent, such actions are void.
(g) Waivers by KM Innovation USA are only effective through a written agreement signed by an authorized representative.
(h) These Terms can only be modified through a written agreement signed by both parties.
(i) These Terms constitute the full agreement between Buyer and KM Innovation USA, superseding all prior agreements.
25. EXTENDED SERVICE CONTRACTS.
KM Innovation USA's extended service contracts, such as Advantage Plus or Productivity Plus, do not cover issues arising from unauthorized components, inadequate maintenance, or external causes like force majeure.
Replacement parts may be either new or refurbished at KM Innovation USA's discretion.
These contracts apply only to the original purchaser of the product at the location stated at the time of purchase.
Contracts are available in 12-month increments, up to a maximum of 36 months.
The service is provided "AS IS," without warranties, and contracts are non-refundable as allowed by law.
26. TRAINING SERVICES.
Training provided by KM Innovation USA must be used within one year of purchase, or six months for discounted training.
Full payment is required at the time of registration for training sessions.
The cancellation policy for training sessions varies depending on the notice period provided by the buyer.
KM Innovation USA reserves the right to cancel training courses if minimum attendance requirements are not met. Alternative dates or waitlist options will be offered in such cases.
Certification from training courses remains valid until the trainee's employment with the purchaser ends.