TERMS AND CONDITIONS
The following Terms and Conditions apply to any purchase order submitted by Customer to Kyle Enterprises LLC d/b/a Millennium (“Seller” or Millennium”). These Terms and Conditions constitute the entire contractual agreement between Customer and Millennium with respect to any purchase order issued by Customer and accepted by Millennium.
These Terms and Conditions replace any terms and conditions, set forth in Customer’s purchase order and any terms and conditions supplied by Customer in a purchase order are expressly rejected. Neither silence nor any other conduct, including acceptance by Millennium of any payment, will modify these Terms and Conditions.
Quotations, Pricing, Payment Terms
If Customer requests a quotation from Millennium for the purchase of goods or services, Millennium may, in its sole discretion, issue a written quotation to Customer. If the quotation is acceptable to Customer, the offer will be valid for 30 days from the date of the quotation unless earlier cancelled by Millennium at its sole discretion. Customer agrees to pay Millennium any amounts due for the purchase of goods or services within thirty (30) days of the date of invoice. If Customer fails to pay an outstanding invoice within thirty (30) days, Customer agrees to pay Millennium interest of 1.5% per month on any past due balance, starting from the date of the invoice. Customer is responsible to pay any sales or use taxes on the purchase of goods or services, unless a sales tax exemption certificate has been previously provided to Millennium.
Copper, Steel and Plastic Product Price Escalation/De-Escalation
Copper cable, steel products and plastic pipe prices are valid for either 30 days or until the market price of the commodity (copper, resin, etc…) increases or decreases more than 5%. Should the price of the commodity increase or decrease more than 5% Millennium at it’s sole discretion will adjust the pricing accordingly.
All products and services are sold to customer “As Is.” Millennium expressly disclaims any express or implied warranties with regard to the products and services, including but not limited to any implied warranties of merchantability, fitness for a particular purpose or non-infringement. No waiver, alteration, addition or modification of the foregoing conditions shall be valid unless made in writing and signed by an officer of Millennium. If a warranty if offered by the manufacturer of a product, the warranty information, if available, will be sent with the product.
Limitation of Liability; Indemnification
In no event will Millennium be liable to customer or any third party for any indirect, incidental, special, lost profits, consequential, exemplary or punitive damages, costs or losses whatsoever in connection with the subject matter of this agreement whether such claims are based in contract, warranty, negligence, intentional tort, strict liability or otherwise. In no event will Millennium’s liability to customer exceed the total purchase price paid by customer for the specific product(s) purchased or for the specific services rendered under the applicable purchase.
Customer agrees to defend, indemnify and hold harmless Millennium, its officers, directors, employees, attorneys, independent contractors or agents (“Millennium Parties”) against any and all losses, damages, judgments, claims, fines, penalties, settlements or expenses (including attorneys’ fees and other costs of defending any action) (“Damages”) arising from the products, services or any other subject matter of this Agreement, including, without limitation, any Damages allegedly caused by the negligent or intentional acts of any of the Millennium Parties.
If any provision of these Terms and Conditions are held by a court, government agency or other legal authority of competent jurisdiction to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not invalidate, void or render unenforceable any other remaining portions of these Terms and Conditions which shall remain in force and effect.
The rights and remedies of Millennium related to the collection of any fees due to it by Customer, and related damages, shall be in addition to and not in lieu of any other right and remedy now and herein provided by or available pursuant to law or in equity. All rights and remedies shall be cumulative and not exclusive of each other. Customer agrees to pay all of Millennium’s costs and expenses associated with enforcing its rights under these Terms and Conditions, including but not limited to payment of attorneys’ fees.
Delay in Performance; Shipping, Handling, and Returns
Millennium will not be liable for failure or delay in fulfilling any of its obligations under a Purchase Order due to any causes beyond its control. In the event of any delay, the date for shipment of product or performance of services shall be extended correspondingly. Millennium reserves the right to make delivery of ordered products in installments. No products may be returned to Millennium without Millennium‘s prior written consent. Products returned without Millennium’s prior written consent will be refused. In the event that Millennium consents to a return, the returned product will be subject to a restocking charge.
These Terms and Conditions shall be governed by the laws of the State of Wisconsin without reference to its conflict of law principles. The parties agree that any dispute arising from the subject matter of this Agreement will be resolved in the applicable federal or state courts with jurisdiction in Walworth County, Wisconsin and Customer expressly consents to such jurisdiction.