Terms & Conditions of Sale
Applicability
These terms and conditions of sale apply to purchases from KULR Technology Group, Inc., and all of its subsidiaries (collectively the “Seller”) of Products made by or on behalf of the Seller, unless both Parties have signed a written contract covering the sale of the Products, in which case the terms and conditions of the contract will govern to the extent they are inconsistent with these terms. These terms and conditions of sale are as in effect at the time of publication and are subject to change at any time.
Acceptance of Terms
These terms and conditions of sale govern the sale by Seller of all goods and services (“Products”) furnished to customer (“Customer”) hereunder whether such transaction is effected by paper-based transactions or via e-mail or other forms of electronic data interchange or electronic commerce, and represents the entire agreement between Seller and Customer with respect thereto. Customer’s receipt or acceptance of delivery of any of the Products ordered or purchased hereunder will constitute its acceptance of these terms and conditions. Seller shall not be bound by any terms of Customer’s order which add to, modify, or are in any way different from the terms set forth herein. Seller objects to and rejects other terms and conditions that may be proposed by Customer or that appear on or are referenced in Customer’s purchase order or requisition that are in addition to or otherwise not consistent with these terms and conditions. Any change in the terms contained herein must specifically be agreed to in writing by Seller before becoming binding on Seller. All purchase orders or contracts must be approved and accepted by Seller in writing. These terms shall be applicable whether or not they are attached to or enclosed with the Products to be sold or sold hereunder.
Prices
The prices of the Products to be paid by Customer to Seller shall be specified in writing by Seller. All prices quoted by Seller are valid for 30 days, unless otherwise stated in writing. All prices published by Seller or quoted by Seller may be revised at any time without notice at the sole discretion of Seller. All prices are subject to adjustment on account of specifications, quantities, raw materials, cost of production, shipment arrangements or other terms or conditions which are not part of Seller’s original price quotation.
Taxes and Other Charges
Prices for the Products do not include sales tax, import tax, use tax, excise tax, ad valorem, property tax, or other taxes now or hereafter imposed, directly or indirectly, by any governmental authority or agency with respect to the manufacture, production, sale, delivery, consumption or use of the Products covered by these terms and conditions. Customer shall pay such taxes directly or reimburse Seller for any such taxes which it may be required to pay or collect. If an exemption from such taxes is claimed, Customer must provide a valid, signed certificate of exemption for each jurisdiction at the time the purchase order is submitted to Seller.
Payment
Unless otherwise agreed to in writing by Seller, payment terms are thirty (30) days net from date of invoice or from the date of delivery, whichever date is earlier of the two dates. Seller reserves the right to require payment in advance or cash on delivery (“C.O.D.”) and otherwise to modify credit terms. When partial deliveries are made, payment shall become due in accordance with the designated terms upon submission of invoices. Seller reserves the right to add a monthly service charge allowed by law. If Customer fails to pay any amounts when due, Customer shall pay Seller interest thereon at a periodic rate of 2% per month pro-rated daily (or, if lower, the highest rate permitted by law), together with all costs and expenses (including without limitation reasonable attorneys’ fees and disbursements and court costs) incurred by Seller in collecting such overdue amounts or otherwise enforcing Seller’s rights hereunder. Each delivery hereunder shall be a separate and independent transaction and Customer shall pay for each delivery accordingly. If Customer delays delivery without Seller’s prior written consent, payments shall become due on the original delivery date. All payments shall be made in U.S. Dollars.
Delivery; Cancellation and Changes by Customer
The Products shall be shipped Ex Works (Incoterms 2010), Seller’s designated factory dock or distribution center (“Delivery Point”). Risks of loss pass to Customer at Delivery Point. Title shall pass to Customer at Delivery Point. If, in the judgement of Seller, the financial condition of Customer at any time does not justify continuance of a delivery on the terms of payment originally specified or if Customer otherwise fails to perform its obligations hereunder, Seller may stop delivery and charge Customer an appropriate cancellation fee and/or require full or partial payment in advance. The date of delivery provided by Seller is an approximation based on Seller’s best judgment and prompt receipt from Customer of all necessary data regarding the Products, and Seller will not be liable for any loss or damage resulting from any delay in delivery or failure to deliver which is due to any cause beyond Seller’s reasonable control . Unless otherwise expressly stated, Seller shall have the right to deliver all of the Products at one time or in portions from time to time within the time of delivery provided to Customer. Seller shall be excused for delay in performance of these terms and conditions, may suspend performance and shall under no circumstances be responsible for failure to fill any purchase order or purchase orders when due to: acts of God or of the public enemy; fires; floods; riots; strikes; freight embargoes or transportation delays; shortage of labor, inability or delay in securing fuel, material supplies, or power at current prices or on account of shortages thereof; excessive demand for Products over the available supply; customs duties or surcharges; any existing or future laws or acts of the Federal or of any state government (including specifically but not exclusively any orders, rules or regulations issued by any official or agency of any such government) affecting the conduct of Seller’s business; or any cause beyond Seller’s reasonable control. In the event of a delay due to any cause beyond Seller’s reasonable control, Seller reserves the right to terminate the order or to reschedule the shipment within a reasonable period of time, and Customer will not be entitled to refuse delivery or otherwise be relieved of any obligations as the result of such delay. Products as to which delivery is delayed due to any cause within Customer’s control may be placed in storage by Seller at Customer’s risk and expense and for Customer’s account. Orders in process may be canceled only with Seller’s written consent and upon payment of Seller’s cancellation charges. Orders in process may not be changed except with Seller’s written consent and upon agreement by the Parties as to an appropriate adjustment in the purchase price thereof.
