Slider-Kafka-Office

Terms & Conditions

Terms & Conditions

Kafka Granite Terms & Conditions

WEBSITE TERMS & CONDITIONS

Last updated: September 1, 2020

THE AGREEMENT

The use of the www.kafkagranite.com website and services on this website provided by Kafka Granite, LLC (hereinafter referred to as “Company”) are subject to the following Terms & Conditions (hereinafter the “Agreement”), all parts and sub-parts of which are specifically incorporated by reference here. This Agreement shall govern the use of all pages on this website (hereinafter collectively referred to as “Website”) and any services provided by or on this Website (“Services”). IF YOU DO NOT AGREE WITH ALL OF THESE TERMS & CONDITIONS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USE OF THIS SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

DEFINITIONS

The parties referred to in this Agreement shall be defined as follows:

  1. Company, Us, We: The Company, as the creator, operator, and publisher of the Website, makes the Website, and certain Services on it, available to users. Kafka Granite, LLC, Company, Us, We, Our, Ours and other first-person pronouns will refer to the Company, as well as all employees and affiliates of the Company.
  2. You, the User, the Client: You, as the user of the Website, will be referred to throughout this Agreement with second-person pronouns such as You, Your, Yours, or as User or Client.
  3. Parties: Collectively, the parties to this Agreement (the Company and You) will be referred to as Parties.

ASSENT AND ACCEPTANCE

By using the Website, You warrant that You have read and reviewed this Agreement and that You agree to be bound by it. If You do not agree to be bound by this Agreement, please leave the Website immediately. The Company only agrees to provide use of this Website and Services to You if You assent to this Agreement.

AGE RESTRICTION

You must be at least 18 (eighteen) years of age to use this Website or any Services contained herein. By using this Website, You represent and warrant that You are at least 18 years of age and may legally agree to this Agreement. The Company assumes no responsibility or liability for any misrepresentation of Your age.

LICENSE TO USE WEBSITE

The Company may provide You with certain information as a result of Your use of the Website or Services. Such information may include, but is not limited to, documentation, data, or information developed by the Company, and other materials which may assist in Your use of the Website or Services (“Company Materials”). Subject to this Agreement, the Company grants You a non-exclusive, limited, non-transferable and revocable license to use the Company Materials solely in connection with Your use of the Website and Services. The Company Materials may not be used for any other purpose, and this license terminates upon Your cessation of use of the Website or Services or at the termination of this Agreement.

INTELLECTUAL PROPERTY

You agree that the Website and all Services provided by the Company are the property of the Company, including all copyrights, trademarks, trade secrets, patents, and other intellectual property (“Company IP”). You agree that the Company owns all right, title and interest in and to the Company IP and that You will not use the Company IP for any unlawful or infringing purpose. You agree not to reproduce or distribute the Company IP in any way, including electronically or via registration of any new trademarks, trade names, service marks or Uniform Resource Locators (URLs), without express written permission from the Company.

USER OBLIGATIONS

As a user of the Website or Services, You may be asked to register with Us. When You do so, You will choose a user identifier, which may be Your email address or another term, as well as a password. You may also provide personal information, including, but not limited to, Your name. You are responsible for ensuring the accuracy of this information. This identifying information will enable You to use the Website and Services. You must not share such identifying information with any third party, and if You discover that Your identifying information has been compromised, You agree to notify Us immediately in writing. Email notification will suffice. You are responsible for maintaining the safety and security of Your identifying information as well as keeping Us apprised of any changes to Your identifying information. Providing false or inaccurate information, or using the Website or Services to further fraud or unlawful activity is grounds for immediate termination of this Agreement.

ACCEPTABLE USE

You agree not to use the Website or Services for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the Website or Services in any way that could damage the Website, Services, or general business of the Company.
You further agree not to use the Website or Services:

  1. To harass, abuse, or threaten others or otherwise violate any person’s legal rights;
  2. To violate any intellectual property rights of the Company or any third party;
  3. To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;
  4. To perpetrate any fraud;
  5. To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;
  6. To publish or distribute any obscene or defamatory material;
  7. To publish or distribute any material that incites violence, hate, or discrimination towards any group;
  8. To unlawfully gather information about others.

PRIVACY INFORMATION

Through Your Use of the Website and Services, You may provide Us with certain information. By using the Website or the Services, You authorize the Company to use Your information in the United States and any other country where We may operate.

  1. Information We May Collect or Receive: When You register for an account, You provide Us with a valid email address and may provide Us with additional information, such as Your name or billing information. Depending on how You use Our Website or Services, We may also receive information from external applications that You use to access Our Website, or We may receive information through various web technologies, such as cookies, log files, clear gifs, web beacons or others.
  2. How We Use Information: We use the information gathered from You to ensure Your continued good experience on Our website, including through email communication. We may also track certain aspects of the passive information received to improve Our marketing and analytics, and for this, We may work with third-party providers.
  3. How You Can Protect Your Information: If You would like to disable Our access to any passive information We receive from the use of various technologies, You may choose to disable cookies in Your web browser. Please be aware that the Company will still receive information about You that You have provided, such as Your email address. If You choose to terminate Your account, the Company will store information about You for the following number of days: 365. After that time, it will be deleted.

SALES

The Company may sell goods or services or allow third parties to sell goods or services on the Website. The Company undertakes to be as accurate as possible with all information regarding the goods and services, including product descriptions and images. However, the Company does not guarantee the accuracy or reliability of any product information, and You acknowledge and agree that You purchase such products at Your own risk.

SHIPPING/DELIVERY/RETURN POLICY

You agree to ensure payment for any items You may purchase from Us, and You acknowledge and affirm that prices are subject to change. When purchasing a physical good, You agree to provide Us with a valid email and shipping address, as well as valid billing information. We reserve the right to reject or cancel an order for any reason, including errors or omissions in the information that You provide to us. If We do so after payment has been processed, We will issue a refund to You in the amount of the purchase price. We also may request additional information from You prior to confirming a sale, and We reserve the right to place any additional restrictions on the sale of any of Our products. You agree to ensure payment for any items You may purchase from Us, and You acknowledge and affirm that prices are subject to change. For the sale of physical products, We may preauthorize Your credit or debit card at the time You place the order, or We may simply charge Your card upon shipment. You agree to monitor Your method of payment. Shipment costs and dates are subject to change from the costs and dates that You are quoted due to unforeseen circumstances. For any questions, concerns, or disputes, You agree to contact Us in a timely manner at the following: kafka@kafkagranite.com.

If You are unhappy with anything You have purchased on Our Website, You can request a replacement if product sample is found to be defective.

REVERSE ENGINEERING AND SECURITY

You agree not to undertake any of the following actions:

  1. Reverse engineer, or attempt to reverse engineer or disassemble any code or software from or on the Website or Services;
  2. Violate the security of the Website or Services through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network.

DATA LOSS

The Company does not accept responsibility for the security of Your account or content. You agree that Your use of the Website or Services is at Your own risk.

INDEMNIFICATION

You agree to defend and indemnify the Company and any of its affiliates (if applicable) and hold Us harmless against any and all legal claims and demands, including reasonable attorney’s fees, which may arise from or relate to Your use or misuse of the Website or Services, Your breach of this Agreement, or Your conduct or actions. You agree that the Company shall be able to select its own legal counsel and may participate in its own defense, if the Company wishes.

SPAM POLICY

You are strictly prohibited from using the Website or any of the Company’s Services for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails.

THIRD-PARTY LINKS AND CONTENT

The Company may occasionally post links to third party websites or other services. You agree that the Company is not responsible or liable for any loss or damage caused as a result of Your use of any third party services linked to from Our Website.

MODIFICATION AND VARIATION

The Company may, from time to time and at any time without notice to You, modify this Agreement. You agree that the Company has the right to modify this Agreement or revise anything contained herein. You further agree that all modifications to this Agreement are in full force and effect immediately upon posting on the Website and that modifications or variations will replace any prior version of this Agreement, unless prior versions are specifically referred to or incorporated into the latest modification or variation of this Agreement.

  1. To the extent any part or sub-part of this Agreement is held ineffective or invalid by any court of law, You agree that the prior, effective version of this Agreement shall be considered enforceable and valid to the fullest extent.
  2. You agree to routinely monitor this Agreement and refer to the Effective Date posted at the top of this Agreement to note modifications or variations. You further agree to clear Your cache when doing so to avoid accessing a prior version of this Agreement. You agree that Your continued use of the Website after any modifications to this Agreement is a manifestation of Your continued assent to this Agreement.
  3. In the event that You fail to monitor any modifications to or variations of this Agreement, You agree that such failure shall be considered an affirmative waiver of Your right to review the modified Agreement.

ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties with respect to any and all use of this Website. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral, regarding the use of this Website.

SERVICE INTERRUPTIONS

The Company may need to interrupt Your access to the Website to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that Your access to the Website may be affected by unanticipated or unscheduled downtime, for any reason, but that the Company shall have no liability for any damage or loss caused as a result of such downtime.

TERM, TERMINATION AND SUSPENSION

The Company may terminate this Agreement with You at any time for any reason, with or without cause. The Company specifically reserves the right to terminate this Agreement if You violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of the Company or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material. If You have registered for an account with Us, You may also terminate this Agreement at any time by contacting Us and requesting termination. At the termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.

NO WARRANTIES

You agree that Your use of the Website and Services is at Your sole and exclusive risk and that any Services provided by Us are on an “As Is” basis. The Company hereby expressly disclaims any and all express or implied warranties of any kind, including, but not limited to the implied warranty of fitness for a particular purpose and the implied warranty of merchantability. The Company makes no warranties that the Website or Services will meet Your needs or that the Website or Services will be uninterrupted, error-free, or secure. The Company also makes no warranties as to the reliability or accuracy of any information on the Website or obtained through the Services. You agree that any damage that may occur to You, through Your computer system, or as a result of loss of Your data from Your use of the Website or Services is Your sole responsibility and that the Company is not liable for any such damage or loss.

LIMITATION ON LIABILITY

The Company is not liable for any damages that may occur to You as a result of Your use of the Website or Services, to the fullest extent permitted by law. The maximum liability of the Company arising from or relating to this Agreement is limited to the greater of one hundred ($100) US Dollars or the amount You paid to the Company in the last six (6) months. This section applies to any and all claims by You, including, but not limited to, lost profits or revenues, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind.

GENERAL PROVISIONS

  1. LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.
  2. JURISDICTION, VENUE AND CHOICE OF LAW: Through Your use of the Website or Services, You agree that the laws of the State of Wisconsin shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between You and the Company, with the exception of its conflict of law provisions. In case any litigation specifically permitted under this Agreement is initiated, the Parties agree to submit to the personal jurisdiction of the state and federal courts of the following county: Marathon County, Wisconsin. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature. You hereby waive the right to any objection of venue, including assertion of the doctrine of forum non conveniens or similar doctrine.
  3. ARBITRATION: In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the following county: Marathon County. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing Federal law as well as the law of the following state: Wisconsin. Each Party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on Federal and state law, and claims based on local laws, ordinances, statutes or regulations. Intellectual property claims by the Company will not be subject to arbitration and may, as an exception to this sub-part, be litigated. The Parties, in agreement with this sub-part of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.
  4. ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by You. Should this Agreement, or the rights granted hereunder, by assigned, sold, leased or otherwise transferred by the Company, the rights and liabilities of the Company will bind and inure to any assignees, administrators, successors, and executors.
  5. SEVERABILITY: If any part or sub-part of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.
  6. NO WAIVER: In the event that We fail to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or sub-part of this Agreement will not constitute a waiver of any other part or sub-part.
  7. HEADINGS FOR CONVENIENCE ONLY: Headings of parts and sub-parts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.
  8. NO AGENCY, PARTNERSHIP OR JOINT VENTURE: No agency, partnership, or joint venture has been created between the Parties as a result of this Agreement. No Party has any authority to bind the other to third parties.
  9. FORCE MAJEURE: The Company is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
  10. ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted to both Parties under this Agreement, including e-mail or fax. For any questions or concerns, please email Us at the following address: kafka@kafkagranite.com.

CONTACT US

In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at:

Kafka Granite, LLC
550 East Highway 153
Mosinee, WI 54455
United States
Phone: (800) 852-7415
kafka@kafkagranite.com

GENERAL SALES TERMS & CONDITIONS

I. TERM

This quote is only valid for 30 days from the Quotation Date set forth on page 1 (the “Term”).

II. ENTIRE AGREEMENT/ORDERS

No order for Kafka Granite LLC, (“KG”) materials and services shall be binding until Customer signs the quote on page 1 and upon signing the quote on page 1, Customer accepts and agrees to be bound by these General Sales Terms and Conditions which shall void and supersede all prior agreements and terms and conditions between KG and Customer (except for Kafka Credit Terms and Conditions, if applicable) relating to the materials ordered herein and shall govern over any other prior or future agreements or terms and conditions unless these General Sales Terms and Conditions are expressly waived in writing by KG. No provision of these General Sales Terms and Conditions shall be subject to modification or change in any manner except as agreed to in a writing signed by KG.

III. QUANTITIES

All quantities listed on this quote are estimates only. Customer is responsible for payment of actual quantities ordered at the unit prices contained in the quote, subject only to changes in the unit price for orders placed after expiration of the Term or as provided herein. KG is not responsible for excess material required to complete the Customer’s project. KG does not take responsibility or liability for any factors that add or reduce the quantity of materials required for the project. When Customer determines additional material is required to complete the project it is the Customer’s sole responsibility to notify KG, so additional material can be ordered. Customer shall not hold KG liable for any costs or delays associated with ordering additional material. Additional ordered material is subject to availability and price adjustments. All material quantities are based on a per ton unit, unless otherwise specified or requested in writing by the Customer.

IV. DELIVERY AND RECEIPT OF MATERIALS

Upon receipt of shipment it is the Customers or Customer’s agent (contractor, representative, engineer, architect or other site manager) responsibility to fully inspect the materials for damage or other problems. Customer shall, at the time of delivery of furnished material, inspect the same and immediately report in writing to KG any shortages, damages or defects therein which are reasonably observable by proper inspection. Customer’s failure to inspect and report any shortages, damages or defects as required shall be treated as Customer’s unqualified acceptance of the material delivered. Method and route of shipment will be at the discretion of KG unless specified otherwise by Customer and agreed by KG, and any additional expense of the method or route of shipment specified by Customer shall be borne by Customer.

  1. DELIVERY RATES: All prices are F.O.B. point of origin at Kafka Granite Crushing Facility located at 1188 Ridgeview Road, Mosinee, WI 54455 or Kafka Granite Stone Fabrication Shop located at 2288 West Highway 153, Mosinee, WI 54455 unless otherwise specified by KG. All orders are subject to delivery rate charges, and delivery rates are available upon request and are based upon the rate the day the quote is created. The delivery rate is subject to change based on the freight rate at time of delivery.
  2. SCHEDULE: Unless otherwise agreed to in writing, KG shall have no responsibility or liability for material deliveries that do not meet Customer’s sequencing or schedule requirements. Delivery dates provided by KG in advance of actual shipment are estimates and shall not be deemed to represent fixed or guaranteed delivery dates. For materials to be fabricated pursuant to shop, architectural, or engineering drawings, customer understands and agrees that KG will not commence fabrication until such drawings are approved by Customer’s engineer or architect, and KG will have no liability for any delay related thereto.

V. PAYMENT

All payments are Cash-On-Delivery (C.O.D.) unless a deposit or prepayment is required or Customer has completed a Credit Application which as been approved by KG and not revoked. Customers with established credit have 30 days from the Date of Invoice to pay all balances listed on the invoice. KG retains all rights to extend or revoke credit, in KG’s sole discretion and to require updated credit information. If delivery is deferred by Customer, payment shall be due in full when KG is prepared to deliver the materials. The materials may thereafter, at KG’s option, be stored at the risk and expense of Customer.

  1. SPECIAL ORDERS: All special orders require a minimum deposit of 50% of the quote price prior to the commencement of work. This deposit may be increased in KG’s sole discretion.
  2. FAILURE TO PAY: In the event Customer fails to make payment in accordance with the provisions herein, KG: (1) shall be entitled to interest at the rate of 18% per annum, or the maximum rate allowed by law , whichever is greater; (2) reserves the right to stop production, fabrication, delivery, or fulfillment of Customer’s order until full payment, plus interest has been received and verified; and (3) reserves the right to require prepayment from the Customer prior to any production, fabrication, delivery, or fulfillment.

VI. PRICING

All prices shall be specified by KG. Prices are subject to change without notice after the Term. KG reserves the right to invoice at prices in effect at time of delivery if delivery is requested after expiration of the Term.

VII. TAX

All orders shall include Sales Tax unless Customer has on file with KG or provides KG at the time of signing this quote, a valid exemption certificate. Customer must re-file exemption certificate with KG every calendar year.

VIII. CANCELLATIONS

Accepted quotes are NOT subject to cancellation, except with KG’s written consent. Customer shall be responsible for all costs, charges or fees incurred by KG to process or fulfill the order up to the time of request for cancellation. In the event such cancellation is accepted including by KG, the costs, charges and fees may equal or exceed the full amount of the quote.

IX. CONSTRUCTION; JURISDICTION; WAIVER OF JURY TRIAL

This quote shall be deemed to have been entered into and consummated in the State of Wisconsin and shall be governed by and construed pursuant to the laws, without regard to the law of conflicts, of the State of Wisconsin. The Marathon County Circuit Court in the State of Wisconsin shall have exclusive jurisdiction and venue over any dispute arising hereunder. To the fullest extent permitted by law, the right to a jury trial is waived by all parties.

X. ATTORNEYS FEES

Customer is responsible to KG for all attorneys’ fees and costs KG may incur in (a) enforcing any provision of this quote, or (b) in connection with the successful defense or settlement of any claim or demand made by Customer.

XI. LIENS AND CLAIMS

To the fullest extent allowable by law KG retains all lien rights and claims against property or project for supplying materials to the Customer. Customer shall be fully responsible for all payments and claims. If Customer is not the Owner or responsible party for liens, then Customer will, on behalf of KG, notify all necessary parties to comply with all requirements under the law to establish and maintain KG’s lien rights. Upon full payment KG will release all lien claims against Customer and the project.

XII. WARRANTY

Customer acknowledges that Customer has selected and ordered materials based on Customer’s own skill and judgment and agrees that Customer is responsible for ensuring that the materials selected are fit for Customer’s purpose. KG shall not be responsible for any selection made by Customer and will not have any liability to Customer for any loss, damages, costs or expenses suffered by Customer as a result thereof. KG warrants only that such goods have been produced in accord with KG’s standard practices with regard to materials and workmanship and no samples or prior description of materials shall constitute an express warranty. If materials are nonconforming, KG, at its option will either (i) allow Customer to return the materials and receive a refund or (ii) repair or replace the materials. No materials are to be returned to KG without KG’s prior written consent. KG HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES EXPRESS OR IMPLIED INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. KG shall have no obligation under this warranty if damage occurs because of improper handling, modification, abuse, or misapplication by Customer or others.

XIII. LIMITATION OF LIABILITY

KG’s liability on any claim for loss or damage arising out of this transaction or from performance or breach thereof or connected with any materials or services supplied hereunder, or the sale, resale, operation or use of materials, whether based on breach of contract, warranty, tort (including but not limited to negligence, misrepresentation, and strict liability) or other grounds, shall not exceed the price allocable to such materials or services or part thereof involved in the claim, regardless of cause or fault. Customer’s remedies are limited to the return of nonconforming goods materials and repayment of the price, or to the repair and replacement of non-conforming goods subject to the provisions of Paragraph XII. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between KG and Customer and constitutes the basis of the parties’ bargain, without which KG would not have agreed to the price or terms of this transaction.

XIV. WAIVER OF CONSEQUENTIAL DAMAGES

KG shall not under any circumstances be liable, whether as a result of breach of contract, warranty, tort (including but not limited to negligence, misrepresentation, and strict liability) or other grounds for incidental, special or consequential damages including, but not limited to, loss of profits or revenue, loss of use of goods, materials, equipment or associated products, business interruption, cost of capital, cost of substitute materials, facilities or services, downtime costs, liquidated or delay damages, or claims of clients or customers of Customer for such damage.

XV. INDEMNIFICATION

Customer shall indemnify, defend, and hold harmless KG from and against all claims, liabilities, costs and expenses (including, but not limited to, those related to injury or to death of Customer’s employees) arising from or connected with the possession, handling, incorporation into construction, or other use of the materials by Customer or others. Customer also agrees to indemnify, defend, and hold harmless KG from any patent or other intellectual property claims related to any KG materials made in accordance with designs or specifications of Customer or provided by Customer in relation to Customer’s project.

By signing this page the Customer accepts all the Terms & Conditions herein and the Pricing Quote attached herein.

COMMERCIAL CREDIT APPLICATION TERMS & CONDITIONS

To obtain credit from Kafka Granite, LLC and/or its affiliated companies (“Kafka”), Applicant agrees to: (i) be bound by Kafka’s General Sales & Credit Terms and Conditions as amended by Kafka from time to time; (ii) update Applicant’s information contained in this Application as requested by Kafka; (iii) notify Kafka in the event Applicant’s financial condition changes in a way that could reasonably be determined to impact a creditor’s decision to extend credit. Applicant agrees that it has reviewed Kafka General Sales & Credit Terms and Conditions as set forth in this Application and agrees to be bound by the same.

GENERAL SALES & CREDIT TERMS

“Customer” hereby applies to Kafka Granite, LLC (“Kafka”) for credit to enable Customer to obtain goods and services from Kafka for business or commercial purposes only. As an inducement to Kafka to extend credit, and in consideration of Kafka agreeing to extend credit to Customer, Customer states and agrees as follows:

I. CUSTOMER REPRESENTATIONS AND WARRANTIES

Customer represents and warrants that (a) all credit information given in connection with this Application is true and correct as the date hereof, and (b) that it is financially able to comply with all payment terms and conditions specified herein or in any invoice from Kafka and such representation and warranty shall be deemed remade each time Customer accepts credit from Kafka. Customer authorizes Kafka to conduct a full investigation and authorizes bank and trade references named herein to release information to Kafka regarding Customer’s credit record.

II. PAYMENTS

All payments are Cash-On-Delivery (C.O.D.) unless a deposit or prepayment is required or Customer has completed a Credit Application which has been accepted by Kafka and not revoked. Customers with established credit have 31 days from the Date of Invoice to pay all balances listed on the invoice unless modified in writing by Kafka. Kafka retains all rights to extend or revoke credit, in Kafka’s sole discretion and to require updated credit information. If delivery is deferred by Customer, payment shall be due in full when Kafka is prepared to deliver the materials. The materials may thereafter, at Kafka’s option, be stored at the risk and expense of Customer.

  1. SPECIAL ORDERS: All special orders require a minimum deposit of 50% of the quote price prior to the commencement of work. This deposit may be increased in Kafka’s sole discretion.
  2. FAILURE TO PAY: In the event Customer fails to make payment in accordance with the provisions herein, Kafka: (1) shall be entitled to interest at the rate of 18% per annum, or the maximum rate allowed by law, whichever is greater; (2) reserves the right to stop production, fabrication, delivery, or fulfillment of Customer’s order until full payment, plus interest has been received and verified; and (3) reserves the right to require prepayment from Customer prior to any production, fabrication, delivery, or fulfillment.
  3. NSF CHECKS: Customer agrees to pay a service charge of $25.00 for any checks returned from Customer’s bank unpaid for any reason; Kafka shall have the right to demand payment on the returned check(s) in CASH or CERTIFIED funds or MONEY ORDER immediately.

III. PRICING

All prices shall be the current published prices unless otherwise set forth in a written quotation or otherwise provided in writing by Kafka. Written quotes are valid for 30 days from the quotation date unless otherwise specified. In all other cases, prices are subject to change without notice. Kafka reserves the right to invoice at prices in effect at time of delivery, unless otherwise specified in writing.

IV. ENTIRE AGREEMENT/ORDERS

No order for Kafka materials and services that is set forth in a quotation shall be binding until Customer signs the quotation. By signing the quotation, Customer accepts and agrees to be bound by these General Sales and Credit Terms which shall void and supersede all prior agreements, terms and conditions between Kafka and Customer relating to the materials ordered and shall govern over any other prior or future agreements unless these General Sales and Credit Terms are expressly revised in writing by Kafka. No provision of these General Sales and Credit Terms shall be subject to modification or change in any manner except as agreed to in a writing signed by Kafka.

V. QUANTITIES

All quantities ordered are estimates only. Customer is responsible for payment of actual quantities delivered at the unit prices, subject only to changes in the unit price for orders placed after expiration of the quotation or as provided herein. Kafka is not responsible for providing excess material necessary to complete the Customer’s project if this material was not part of the quotation. Kafka does not take responsibility or liability for any factors that add or reduce the quantity of materials required for the project other than as set forth in the Customer’s written quote. When Customer determines additional material is required to complete the project it is the Customer’s sole responsibility to notify Kafka, so additional material can be ordered. Customer shall not hold Kafka liable for any costs or delays associated with ordering additional material. Additional ordered material is subject to availability and price adjustments. All material quantities are based on a per ton unit, unless otherwise specified or requested in writing by the Customer.

VI. DELIVERY AND RECEIPT OF MATERIALS

Upon receipt of shipment it is the Customer’s or Customer’s agent’s (contractor, representative, engineer, architect or other site manager) responsibility to fully inspect the materials for damage or other problems. Customers shall, at the time of delivery of furnished material, inspect the same and immediately report in writing to Kafka any shortages, damages or defects therein which are reasonably observable by proper inspection. Customer’s failure to inspect and report any shortages, damages or defects as required shall be treated as Customer’s unqualified acceptance of the material delivered. Method and route of shipment will be at the discretion of Kafka unless specified otherwise by Customer and agreed by Kafka, and any additional expense resulting from the method or route of shipment specified by Customer shall be borne by Customer.

  1. DELIVERY RATES: All prices are F.O.B. point of origin at Kafka Granite Crushing Facility located at 1188 Ridgeview Road, Mosinee, WI 54455 or Kafka Granite Stone Fabrication Facility located at 2288 West Highway 153, Mosinee, WI 54455. All orders are subject to delivery rate charges, and delivery rates are available upon request and are based upon the rate the day the quote is created. The delivery rate is subject to change and Customer will pay based on the freight rate at time of delivery.
  2. SCHEDULE: Unless otherwise agreed to in writing, Kafka shall have no responsibility or liability for material deliveries that do not meet Customer’s sequencing or schedule requirements. Delivery dates provided by Kafka in advance of actual shipment are estimates and shall not be deemed to represent fixed or guaranteed delivery dates. For materials to be fabricated pursuant to shop, architectural, or engineering drawings, Customer understands and agrees that Kafka will not commence fabrication until such drawings are approved by Customer’s engineer or architect, and Kafka will have no liability for any delay related thereto.

VII. TAX

All orders shall include Sales Tax unless Customer has on file with Kafka or provides Kafka at the time of signing this quote, a valid exemption certificate. Customer must re-file an exemption certificate with Kafka every calendar year.

VIII. CANCELLATIONS AND RETURNS

Orders accepted by Kafka are NOT subject to cancellation, except with Kafka’s written consent. Customer shall be responsible for all costs, charges or fees incurred by Kafka to process or fulfill the order up to the time of request for cancellation. In the event such cancellation is accepted by Kafka, the costs, charges and fees may equal or exceed the full amount of the quote. Returns are not allowed unless expressly authorized in writing by Kafka prior to such return.

IX. CONTINUING AGREEMENT

The General Sales and Credit Terms, as amended, shall apply to all goods and services which Customer purchases from Kafka.

X. CREDIT LIMIT

Kafka, in Kafka’s sole discretion, shall determine Customer’s credit limit and this may be increased or decreased as Kafka determines from time to time.

XI. TERMINATION OF CREDIT

Kafka may terminate credit or restrict or withhold sales or services to Customer at any time without notice.

XII. ATTORNEYS FEES

Customer (and Guarantors, if a Personal Guaranty has been provided) agree to pay all costs, expenses and collection charges (including reasonable attorney’s fees or charges made by any agent or collection agency used for purposes of collecting any unpaid balance) incurred by Kafka in the enforcement of this Agreement and the collection of any charges due hereunder. Customer also agrees to pay all pre and postjudgment costs including any costs, attorney’s fees or expenses incurred in the defense of any claim asserted by Customer against Kafka.

XIII. CUSTOMER CHANGE OF OWNERSHIP

Customer agrees to notify Kafka by certified mail of any change of ownership and further agrees to be liable for all goods and services provided by Kafka should Customer fail to obtain Kafka’s consent to such change.

XIV. JOINT AND SEVERAL

In the event that any Quotation or other agreement is executed by more than one person, the liabilities and obligations of the undersigned shall be joint and several and the relative words shall be read as if written in the plural.

XV. SECURITY AGREEMENT AND LIEN RIGHTS

As security for all obligations now and hereafter owing to Kafka, Customer hereby grants to Kafka a purchase money security interest in the goods Kafka has sold to Customer and a security interest in all of Customer’s inventory, fixtures, equipment, accounts, documents, instruments, chattel paper and general intangibles of Customer. To the fullest extent allowable by law Kafka retains all lien rights and claims against property for supplying materials to the Customer. Customer shall by fully responsible for all payments and claims. If Customer is not the Owner or responsible party for liens, then Customer will, on behalf of Kafka, notify all necessary parties to comply with all requirements under the law to establish and maintain Kafka’s lien rights. Upon full payment Kafka will release all lien claims against Customer and the project.

NOTICE OF LIEN RIGHTS

AS REQUIRED BY THE WISCONSIN CONSTRUCTION LIEN LAW, Kafka HEREBY NOTIFIES CUSTOMER THAT PERSONS OR COMPANIES FURNISHING LABOR OR MATERIALS FOR THE CONSTRUCTION ON CUSTOMER’S LAND MAY HAVE LIEN RIGHTS ON CUSTOMER’S LAND AND BUILDINGS IF NOT PAID. THOSE ENTITLED TO LIEN RIGHTS, IN ADDITION TO THE UNDERSIGNED Kafka, ARE THOSE WHO CONTRACT DIRECTLY WITH THE CUSTOMER OR THOSE WHO GIVE THE CUSTOMER NOTICE WITHIN 60 DAYS AFTER THEY FIRST FURNISH LABOR OR MATERIALS FOR THE CONSTRUCTION. ACCORDINGLY, CUSTOMER PROBABLY WILL RECEIVE NOTICES FROM THOSE WHO FURNISH LABOR OR MATERIALS FOR THE CONSTRUCTION, AND SHOULD GIVE A COPY OF EACH NOTICE RECEIVED TO HIS/HER LENDER, IF ANY. Kafka AGREES TO COOPERATE WITH THE CUSTOMER AND HIS/HER LENDER, IF ANY, TO SEE THAT ALL POTENTIAL LIEN CLAIMANTS ARE DULY PAID.

XVI. WARRANTY

Customer acknowledges that Customer has selected and ordered materials based on Customer’s own skill and judgment and agrees that Customer is responsible for ensuring that the materials selected are fit for Customer’s purpose. Kafka shall not be responsible for any selection made by Customer and will not have any liability to Customer for any loss, damages, costs or expenses suffered by Customer as a result thereof. Kafka warrants only that such goods have been produced in accordance with·Kafka’s standard practices with regard to materials and workmanship and no samples or prior description of materials shall constitute an express warranty. If materials are nonconforming, Kafka, at its option will either: (i) allow Customer to return the materials and receive a refund or (ii) repair or replace the materials. No materials are to be returned to Kafka without Kafka’s prior written consent. Kafka HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES EXPRESS OR IMPLIED INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Kafka shall have no obligation under this warranty if damage occurs because of improper handling, installation, modification, abuse or misapplication by Customer or others.

XVII. LIMITATION OF LIABILITY

Kafka’s liability on any claim for loss or damage arising out of this transaction or from performance or breach thereof or connected with any materials or services supplied hereunder, or the sale, resale, operation or use of materials, whether based on breach of contract, warranty, tort (including but not limited to negligence, misrepresentation and strict liability) or other grounds, shall not exceed the price allocable to such materials or services or part thereof involved in the claim, regardless of cause or fault. Customer’s remedies are limited to the return of non-conforming materials and a refund of the price, or to the repair and replacement of non-conforming goods subject to the provisions of Paragraph XVI. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between Kafka and Customer and constitutes the basis of the parties’ bargain, without which Kafka would not have agreed to the price or terms of this transaction.

When Customer orders a product with stabilizing additives, Customer understands and acknowledges Kafka is only responsible for the crushing of Kafka aggregates and blending of the stabilizing additive with Kafka aggregates. Kafka does not manufacture these stabilizing additives. Kafka is not liable for any problems that may be associated with the performance of products containing stabilizing additives, how the product is used and/or installation problems that may occur with the final product. Kafka is not responsible for the products’ failure or any loss, damage, or injury related to the application, installation, maintenance or use of products containing stabilizing additives.

Customer further acknowledges and understands that stone is a natural material and color variations may occur. Customer is encouraged to request complimentary samples before ordering, as well as any complimentary test data that is available by KG. Additional testing is the responsibility of the Customer. Granite, marble and quartz are general classifications. The person signing below certifies he/she is authorized to act on behalf of Customer.

XVIII. WAIVER OF CONSEQUENTIAL DAMAGES

Kafka shall not under any circumstances be liable, whether as a result of breach of contract, warranty, tort (including but not limited to negligence, misrepresentation and strict liability) or other grounds for incidental, special or consequential damages including, but not limited to, loss of profits or revenue, loss of use of goods, materials, equipment or associated products, business interruption, cost of capital, cost of substitute materials, facilities or services, downtime costs, liquidated or delay damages, or claims of clients or customers of Customer for such damage.

XIX. INDEMNIFICATION

Customer shall indemnify, defend, and hold harmless Kafka from and against all claims, liabilities, costs and expenses (including, but not limited to, those related to injury or to death of Customer’s employees or others) arising from or connected with the possession, handling, incorporation into construction, or other use of the materials by Customer or others. Customer also agrees to indemnify, defend, and hold harmless Kafka from any patent or other intellectual property claims related to any Kafka materials made in accordance with designs or specifications of Customer or provided by Customer in relation to Customer’s project.

XX. CONSTRUCTION; JURISDICTION; WAIVER OF JURY TRIAL

This quote shall be deemed to have been entered into and consummated in the State of Wisconsin and shall be governed by and construed pursuant to the laws, without regard to the law of conflicts, of the State of Wisconsin. The Marathon County Circuit Court in the State of Wisconsin shall have exclusive jurisdiction and venue over any dispute arising hereunder. To the fullest extent permitted by law, the right to a jury trial is waived by all parties.

XXI. SEVERABILITY OF TERMS

If any portion or provision of this Agreement shall be deemed to be unenforceable or void under applicable law, such term or provision shall not affect the remainder of this Agreement, all of which terms shall remain fully enforceable.

This information is given in strict confidence for the sole purpose of establishing credit with Kafka. I(We) hereby authorize Kafka to request and obtain credit and financial record information from any of Customer’s trade, bank or other references concerning the status of Customer’s business and credit and by our signature below consent to and direct the trade, bank and other references to provide such information. If credit is extended by Kafka, Customer agrees to abide by and be bound by Kafka’s General Sales and Credit Terms, as amended by Kafka from time to time.

GUARANTEE

I, (“we” in the event more than one person signs this Guarantee), for and in consideration of the extension of Credit by Kafka Granite, LLC or affiliated companies (“Kafka”) to the Applicant identified above, hereby personally guarantee, (jointly and severally if there is more than one guarantor), the full and prompt payment to Kafka of all indebtedness or other liability which Applicant at any time owes to Kafka, together with interest and all costs of collection, including costs of enforcing this Guarantee. I(we) waive diligence on the part of Kafka in the collection of any indebtedness, and agree that Kafka will be under no obligation to notify me(us) of the acceptance of the Guarantee or of any credit extended in consideration of this Guarantee, or of any renewals or extensions of the indebtedness. Kafka will have the privilege of granting renewals and extensions, as it may deem proper. The liability of the undersigned shall not be affected by the amount of credit requested or extended. I(we) waive notice of nonpayment, protest and notice of protest with respect to the indebtedness covered by this Guarantee. It will not be necessary for Kafka, in order to enforce payment by me(us) of the indebtedness, to first institute suit or to pursue or exhaust its remedies against Applicant or against any other security, which Kafka may have. This is a continuing guarantee and may only be revoked if Applicant serves written notice of revocation by certified mail, return receipt requested, upon Kafka at the above-indicated address. A revocation will not affect any of my(our) obligations under this Guarantee with respect to indebtedness incurred pursuant to the Guarantee nor will it affect any obligation of any other guarantor signing this Guarantee. If this Guarantee is signed by more than one person, suit may be brought against the guarantors, jointly and severally, and against any one or more of them without impairing the rights of Kafka, its successors or assigns, against the other guarantors; and Kafka may compromise and settle with any one of the guarantors for the sum or sums as Kafka may see fit and release any of the guarantors from all further liability to Kafka for the indebtedness without impairing the right of Kafka to demand and collect the balance of the indebtedness from other guarantors not so released.

The undersigned hereby guarantees all indebtedness of the Applicant to Kafka and agrees to the credit terms and conditions, as they may be amended from time to time.