Kornylak Corporation's Privacy Statement, Terms & Conditions
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Privacy, Terms & Conditions of UseWelcome to kornylak.com. The omniwheel.com is the wheel division / ecommerce site of the Kornylak Corporation and the services within are subject to the following conditions. If you shop at omniwheel.com or kornylak.com you are accepting these conditions. Please read them carefully.
The Kornylak Corporation does not share any personal information of our customers with anyone outside of our company.
When purchases or communications are made via this site, the company may provide notices, disclosures, agreements, and other communications electronically. By using this site, you accept the limitation that these electronic communications maybe the only copy you will be provided.
This website is the property of the Kornylak Corporation. All Content included on this site, such as text, graphics, logos, images, video clips and objects are protected by United States and international copyright laws and may not be used, copied, printed, or duplicated in any way without the written consent of the Kornylak Corporation.
Armorbelt, Armorbelt II, Cargoflo, Cartonflo, Continubonder, Flex Line, Flomat, Foamboarder, Karry-All, Logitrack, Miniwheel, Moldflo, Monoflo, Palletflo, Phenoflo, Process Tunnel, Pushline, Rollerslo, Straddle Fork, Strad-O-Lift, Superwheel, Surface Master, Traffic Circle, Transwheel, Traytilt, Vertiflo, Wirecutter, Zipflo and other marks indicated on our site are registered trademarks of Kornylak Corporation in the United states and other countries. Kornylak Corporation's trademarks may not be used in connection with any products or services that are not from the Kornylak Corporation, or in any manner that disparages or discredits the Kornylak Corporation or its products. All other trademarks not owned by the Kornylak Corporation that appear on this site are the property of their respective owners.
Terms And Conditions Of Sale
All quotations and proposals issued by, and all orders placed with and accepted by, Kornylak Corporation ("Kornylak") are subject to the following terms and conditions, all of which are incorporated therein, unless other terms are specifically stated in Kornylak's written proposal or quotation. Quotations, proposals and orders are hereinafter referred to collectively as "Proposal(s)."
1. PRICE. The price is based on, and delivery will be made, F.O.B. carrier at Kornylak's plant in Hamilton, Ohio, United States of America. The price is subject to change by Kornylak at any time prior to acceptance by Purchaser. The price is exclusive of transportation, handling, unloading, installation, supervision and erection costs, all of which must be paid by Purchaser. Sales, excise, use, property, transportation, occupational, gross receipts, turnover, and added value or similar taxes and all tariffs, customs, excises, fees, import duties or assessments of any nature whatsoever shall be deemed extra charges and Purchaser agrees to pay the same at applicable rates. All licenses and permits, whether federal, state, local, or those of a foreign government, shall be secured by Purchaser at Purchaser's expense. Additional costs to modify the product in order to comply with subsequently adopted or published laws, regulations, or interpretations will be borne by Purchaser.
2. ACCEPTANCE OF PROPOSAL. The Proposal will remain open for acceptance for a period of (30) days from the date appearing on the original Proposal. If acceptance of the Proposal is evidenced by the issuance of a purchase order, and if any of the provisions of such purchase order purport to supersede, modify, add to or detract from the terms and conditions in the Proposal, the terms and conditions of the Proposal shall govern. All Proposals, including any changes, are voidable by Kornylak if not accepted within thirty (30) days after the date appearing on the original Proposal.
3. PAYMENT TERMS. Payments are due according to the payment schedule set forth in the Proposal. In all cases, the entire contract amount is due thirty (30) days after shipment. Thereafter, a late charge of 1 1/2% per month (18% per year) will be automatically added to the unpaid balance. Payments are to be made in U. S. dollars in the United States of America. In addition, should Kornylak engage attorneys or others to collect any amount due after thirty (30) days from date of shipment, Purchaser agrees to pay collection costs, reasonable attorney's fees, and court costs.
4. USE OF SPECIFICATIONS AND DRAWINGS. All drawings or pictures submitted with the Proposal are approximate and are submitted only to indicate the general style, arrangement, and approximate dimensions of the equipment quoted. Nothing in the Proposal shall be interpreted as an understanding or agreement that detailed or shop working drawings will be furnished of any part of the equipment offered. All drawings, photographs and specifications forming a part of the Proposal or furnished later if the Proposal is accepted, and all information contained therein, are and shall remain Kornylak's property, are to be returned upon request, and are not to be reproduced, transmitted or disclosed to any person other than Purchaser's duly authorized employees and agents without written authorization from Kornylak, and then only for the purpose and to the extent necessary to permit the use of the equipment for its intended purpose.
5. LIMITED WARRANTY. The equipment purchased hereunder is subject to the following warranty and no other. Kornylak warrants products sold by it to be in accordance with Kornylak's published specifications for one (1) year after date of delivery or 2,000 hours of operation, whichever period first expires. This warranty does not apply to omni directional wheels. Kornylak's obligation and liability under this warranty is expressly limited to repairing or replacing, at Kornylak's option, during the warranty period, any product not meeting the specifications. KORNYLAK MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, AND MAKES NO WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PURPOSE. Kornylak shall have no liability for direct, indirect, incidental or consequential losses, damages or expenses, whether based upon breach of contract, breach of warranty, negligence, strict liability in tort, or any other legal theory. If requested by Kornylak, products or parts for which claim is made are to be returned, transportation prepaid, to Kornylak's factory. Kornylak's obligation under this warranty shall not include any transportation charges or costs of installation. Any improper use, operation beyond rated capacity, substitution of parts not approved by Kornylak, or any alteration or repair by others in such manner as in Kornylak's judgment affects the intended use of the product, shall void this warranty. Kornylak's liability hereunder in any case is expressly limited to the value of the warranted equipment. Any claims by Purchaser with respect to the equipment sold hereunder for any cause shall be deemed waived by Purchaser unless submitted to Kornylak in writing within ninety (90) days from the date Purchaser discovered, or should have discovered, any claimed breach. THIS WARRANTY MAY NOT BE CHANGED IN ANY WAY, NOR MAY ANY OTHER WARRANTY BE GRANTED, OTHER THAN BY WRITTEN AGREEMENT SIGNED BY THE PRESIDENT OF KORNYLAK.
6. CHANGES OR ALTERATIONS TO SPECIFICATIONS. Any costs incurred as a result of changes or additions requested by Purchaser which are not in accordance with Kornylak's standard procedure, such as special painting to conform with Purchaser's colors, special lubrication units, addition of parts and guards, or changes in makes of components because of Purchaser's individual preferences, will be paid for by Purchaser, even if not itemized in the Proposal. Prices quoted in the Proposal are based entirely on equipment and materials specified in the Proposal. Due to continuous improvement in Kornylak's product line, the components presented in the Proposal are subject to constant design and manufacturing revisions without notice. Kornylak reserves the right to make such changes in the details of construction of the equipment as in its judgment will be in the interest of Purchaser.
7. CHECK-OUT OF EQUIPMENT AND TRAINING MATERIAL. Equipment manufactured by Kornylak may be fully set up and running in Kornylak's plant for Purchaser's inspection before shipment. In the event Purchaser requests check-out of quoted equipment at Kornylak's plant with material actually run on Purchaser's equipment, such check-out will be at Purchaser's cost. All material required to setup or check out equipment and train operators is to be provided freight prepaid to and from the location of such check-out by Purchaser. Kornylak is not responsible for any damage or improperly produced material during check-out and training in Kornylak's or Purchaser's plant.
8. INSTALLATION AND STARTUP SUPERVISION. All equipment shall be installed by and at the expense of Purchaser. A Kornylak field supervisor can be supplied, at Purchaser's request, and at Kornylak's then-current rates, to assist Purchaser with installation and/or startup. In any case in which Purchaser or any third party erects, starts up, or maintains machinery without the assistance of Kornylak's field supervisor, Kornylak shall not be liable for any difficulty or defect that may arise from erection, operation, or maintenance. If Kornylak is called upon for a supervisor to correct any such difficulty or defect, Purchaser shall pay Kornylak at then-current rates for such supervisor. Kornylak field supervisors will not have the authority to vary the terms of the existing contract or enter into any new contract.
9. DELIVERY AND DELAYS. Shipping dates are approximate and date from the later of: (a) Kornylak's acknowledgment of receipt of Purchaser's purchase order; (b) receipt by Kornylak of signed approval drawings from Purchaser; or, (c) receipt by Kornylak of any required deposit toward the price. Kornylak shall not be liable for untimely delivery, delay, or loss in transit. If Purchaser cannot accept delayed delivery, then the paragraph on Cancellations shall apply. In addition, any storage charges and insurance costs incurred by Kornylak as a result of Purchaser's inability or failure to accept delivery shall be paid by Purchaser. Kornylak reserves the right to ship before the acknowledged ship date. If Purchaser delays or interrupts progress of Kornylak's performance, or causes changes to be made, Purchaser agrees to reimburse Kornylak for expense, if any, incident to such delay.
10. TITLE AND RISK OF LOSS. Title to and possession of the equipment passes to Purchaser on delivery to a common carrier at Kornylak's plant. Such common carrier shall be deemed to be acting for Purchaser, and risk of loss, injury or destruction of the equipment shall thereafter be borne by Purchaser. Risk of loss shall remain with Purchaser even if all or part of the equipment is thereafter returned to Kornylak for any reason. Title to tooling and production equipment and drawings shall not pass to Purchaser.
11. KORNYLAK'S SECURITY INTEREST. Buyer hereby grants, pledges and assigns to Kornylak a security interest in all of Buyer's right, title and interest in and to the equipment to the full extent of any balance of the sale price remaining unpaid, together with interest thereon at the highest legal rate. Buyer further agrees that, in the event of any failure by Buyer to pay any amounts when due, Kornylak shall (a) have the right, at its option and without notice, to declare the unpaid balance of the sale price to be immediately due and payable; (b) have all the rights and remedies of a secured party under the Uniform Commercial Code as adopted in the State of Ohio; and (c) without limiting the generality of the foregoing, have the right to take possession of the equipment, in full or in part, and to enter upon any premises on which the equipment may be situated and to remove the equipment therefrom. A copy of this document and the Proposal may be filed on behalf of Kornylak with appropriate state authorities at any time as a financing statement in order to protect Kornylak's security interest in the equipment. If Buyer is a Dealer, Buyer agrees that it will, and Kornylak may, advise the ultimate Customer of this security interest.
12. PATENTS AND INVENTIONS. In the event that the equipment manufactured, or to be manufactured, by Kornylak is found to be in violation of United States patents, patent laws, or foreign patents, Kornylak agrees, at its option, to either (a) procure rights for Purchaser to operate under the patent; (b) change the equipment so there is no longer infringement; or (c) stop the manufacture of any equipment. Kornylak does not assume any patent responsibility whatsoever, and Purchaser shall indemnify and save Kornylak harmless from all claims thereof, pertaining to equipment built in accordance with drawings supplied by Purchaser or for equipment built in accordance with specific Purchaser instructions. Any invention which is made or conceived at any time during this agreement by any employee of Kornylak shall belong to, and may be patented by, Kornylak in its own name or that of its nominee. This agreement shall confer no rights upon either party under any patent held by the other.
13. COMPLIANCE WITH GOVERNMENTAL REGULATIONS. Kornylak proposes to furnish safety devices limited to those specifically mentioned in the Proposal. It is Purchaser's responsibility to request any modifications required above Kornylak's standard or quoted design to meet applicable regulatory requirements. By its acceptance of Kornylak's Proposal, Purchaser agrees that those safety devices included in the Proposal are sufficient for all purposes, and Purchaser specifically disclaims any claim or implication that any other devices mentioned in Purchaser's specifications or elsewhere were to be furnished by Kornylak. If any product covered by the Proposal is to be exported from the United States of America, the Proposal shall be subject to, and Purchaser shall comply with, all of the export statutes, rules and regulations of any state and\or national government, and Kornylak shall have no responsibility for such compliance.
14. CANCELLATIONS. If it becomes necessary for Purchaser to cancel the order wholly or in part, Purchaser shall at once so advise Kornylak in writing. Upon receipt of such written notice all work will stop immediately. For items normally carried in stock by Kornylak, and not modified for or incorporated into the project, Purchaser will pay a flat restocking charge of 15% of the purchase price. The cost of all other items, and of all labor and materials, expended for the order shall be charged to Purchaser on the basis of total costs to Kornylak up to the time of cancellation plus 15%. All sums to be paid under this section will become immediately due and payable by Purchaser to Kornylak upon cancellation.
15. SUSPENSION OF PERFORMANCE. If in Kornylak's judgment reasonable doubt exists as to Purchaser's financial responsibility, or if Purchaser is past due on amounts owed Kornylak, Kornylak reserves the right, without liability and without prejudice to any other remedies, to suspend performance, decline to ship or stop any material in transit, decline to service or warrant equipment, retake possession of equipment, or disable the equipment, until Kornylak receives payment of all amounts owing to Kornylak (whether or not currently due), or adequate assurance of such payment.
16. RETURNS. No equipment, materials or parts may be returned to Kornylak without express prior written permission to do so.
17. NO WAIVER OF DEFAULT. Forbearance or failure of Kornylak to enforce any of these conditions or any of the other terms of the Proposal or to exercise any right accruing from any default of Purchaser shall not affect or impair Kornylak rights upon continuance of such default nor shall such forbearance or failure constitute a waiver of any future default.
18. FORCE MAJEURE. Kornylak shall not be liable for any delay or failure of performance caused by strikes, shortages of labor or materials, lockouts, war, fire, accident, government restrictions, orders or requirements, shortage of materials or transportation, acts of God, unavoidable casualty, or other similar or dissimilar causes beyond Kornylak's reasonable control.
19. GOVERNING LAW. The Proposal, subsequent order, and its performance shall be governed by and construed in accordance with the law of the State of Ohio, United States of America, and the Court of Common Pleas of Butler County, Ohio, shall have exclusive jurisdiction in the event of any litigation. The matters dealt with by the Proposal shall be governed by the Uniform Commercial Code as in force in the State of Ohio on the effective date of the Proposal.
20. INTEGRATION; MODIFICATIONS. The Proposal supersedes all prior quotations, correspondence, and negotiations. There are no agreements or oral understandings outside of the Proposal. The terms and conditions set forth in the Proposal shall apply to this transaction only. No modification of the Proposal or of the final contract shall be effective unless agreed to in writing by both parties.
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