Terms of service

Acceptance of these Terms and Conditions

Welcome to K.G. International, operated by K.G. International, Inc. (the “Company,” “we,” “our” or “us”). These terms and conditions are entered into by and between you and the Company. The following terms and conditions, together with any documents expressly incorporated herein by reference (collectively, these “Terms and Conditions”), govern your access to, browsing of and use of [kgint.com], including any content, functionality, services or products offered on or through [kgint.com], and any other service or product linked to these Terms and Conditions (collectively, the “Website”). Please read these Terms and Conditions carefully before you start to use the Website. By accessing, browsing or using the Website, or by clicking to accept or agree to these Terms and Conditions when this option is made available to you, you accept and acknowledge your assent to, without limitation or qualification, these Terms and Conditions and our Privacy Policy [Privacy Policy]. If you do not agree to these Terms and Conditions or the Privacy Policy, then please do not access, browse or use the Website. In the event you purchase goods or services through our Website, our Terms and Conditions of Sale outlined below shall also apply with respect to such purchase. Such Terms and Conditions of Sale should be reviewed carefully before placing an order.

Changes to these Terms and Conditions

We may revise and update these Terms and Conditions from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to, browsing of and use of the Website thereafter. Your continued use of the Website following the posting of revised Terms and Conditions means that you accept and agree to the changes. You are expected to check this page each time you access the Website so you are aware of any changes, as they are binding on you.

Accessing the Website and Account Security

We reserve the right to withdraw or amend the Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users.

You are responsible for (a) making all arrangements necessary for you to have access to the Website and (b) ensuring that all persons who access the Website through your internet connection or account are aware of these Terms and Conditions and comply with them.

To access the Website or some of the resources it offers, you may be asked to provide certain information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current and complete. You agree that all information you provide, including, without limitation, when registering an account or through your use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy. In the event you create an account on the Website, it is your responsibility to maintain the confidentiality of your password and you agree to accept responsibility for all activities that occur under your account. You may not transfer, assign or sell your account to any third party. We shall have the right to rely upon any information received from any person/entity using your username and password and we will incur no liability arising out of such reliance.

We have no obligation to verify the authenticity of any of your registration or account information. IF YOU PROVIDE ANY INFORMATION THAT IS FALSE, MISLEADING, INACCURATE, NOT CURRENT OR INCOMPLETE DURING REGISTRATION OR OTHERWISE, WE HAVE THE RIGHT TO SUSPEND OR TERMINATE YOUR ACCOUNT AND REFUSE ANY AND ALL CURRENT OR FUTURE USE OF THE WEBSITE (OR ANY PORTION THEREOF). ANY ACTIVITIES THAT ARE ILLEGALLY CARRIED ON WITHIN THE WEBSITE WILL BE REPORTED TO THE APPROPRIATE FEDERAL, STATE OR LOCAL AUTHORITIES.

Copyright

Except for any content specifically identified as belonging to a third party, all designs, text, graphics, the selection and arrangement thereof, and all code and software on and in the Website are Copyright 8 2022, K.G. International, Inc., a Florida corporation. All rights reserved. You should assume that the underlying code and everything you see or read on the Website (collectively, the “Information”) is copyrighted unless otherwise noted. The Information may not be used other than in accordance with these Terms and Conditions without the prior written consent of the Company. The redistribution, retransmission, republication, sale or commercial exploitation of the Information is expressly prohibited without the prior written consent of the Company, except that you may view and download one copy of the Information to one computer for your own personal, non commercial use only, provided that you do not delete or change any copyright, trademark or other proprietary notices. The Company neither warrants nor represents that your use of the Information will not infringe upon the rights of third parties not owned by or affiliated with the Company. You may not use any type of automated method of retrieving data from the Website, nor access, acquire, copy or monitor the Website or the Information, nor in any way reproduce or circumvent the navigational structure or presentation of the Website or the Information. You may not obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Website without the prior written consent of the Company.

Trademarks

The trademarks, logos and service marks (collectively, the “Trademarks”) displayed on the Website are registered and unregistered Trademarks of the Company and others. Nothing contained on the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Website without the prior written consent of the Company or such third party that may own the Trademarks displayed on the Website. The Trademarks displayed on the Website may not be used other than in accordance with these Terms and Conditions. You are also advised that the Company will aggressively enforce its intellectual property rights to the fullest extent of the law, including seeking criminal prosecution.

Use of the Website

As a condition of you accessing, browsing and/or using the Website, you represent and warrant that: (a) you are at least eighteen (18) years old; (b) you possess the capacity and legal authority to create a binding legal obligation; (c) you will use the Website in accordance with these Terms and Conditions; and (d) all information you supply on the Website is true, accurate, current and complete. We retain the right in our sole discretion to deny access to anyone to the Website, at any time or from time to time, and for any reason or for no reason, including, but not limited to, for violation of these Terms and Conditions or the documents referenced herein.

Prohibited Activities and Uses

You may use the Website only for lawful purposes and in accordance with these Terms and Conditions. The Information, as well as the infrastructure used to provide such Information, is proprietary to the Company or the Company’s providers. You agree not to: (a) use the Website or the Information for any commercial purpose; (b) access, monitor or copy any Information using any robot, spider, scraper or other automated means or any manual process for any purpose without the prior written consent of the Company; (c) violate the restrictions in any robot exclusion headers on the Website or bypass or circumvent other measures employed to prevent or limit access to the Website; (d) take any action that imposes, or may impose, in the Company’s sole discretion, an unreasonable or disproportionately large load on the Company’s infrastructure; (e) deep-link to any portion of the Website for any purpose without the prior written consent of the Company; (f) “frame,” “mirror” or otherwise incorporate any part of the Website into any other website without the prior written consent of the Company; (g) use the Website in any way that violates any applicable federal, state, local, or international law, rule or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States of America or other countries); (h) use the Website for the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise; (i) use the Website to send, knowingly receive, upload, download, use or re-use any material that does not comply with these Terms and Conditions; (j) use the Website to transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including, without limitation, any “junk mail,” “chain letter,” “spam” or any other similar solicitation; (k) use the Website to impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing); or (l) use the Website to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website or expose them to liability.

Errors and Omissions

Although the Company uses its best efforts to provide Information that is accurate and up to date at the time it is posted, the Company assumes no liability or responsibility for any errors or omissions in the Information. The Information may contain technical inaccuracies, typographical errors or information that may have become outdated over time. While the Company may revise the Information from time to time, the Company does not undertake, and hereby disclaims, the duty to correct, keep current or update the Information. The Company assumes no liability or responsibility for any errors or omissions in the Information or for any consequences relating directly or indirectly to any action or inaction you take based upon the Information and material on the Website. The Company makes no representations or warranties as to the accuracy of the content of the Website. Your use of the Website is subject to the additional disclaimers and caveats that may appear throughout these Terms and Conditions and the Website. You assume the entire risk of loss in using the Website and materials contained on the Website.

THE COMPANY IS PROVIDING THE WEBSITE AND THE INFORMATION ON AN “AS IS” AND “AS AVAILABLE” BASIS AND, EXCEPT AS MAY BE SET FORTH IN ANY OTHER AGREEMENT BY AND BETWEEN YOU AND THE COMPANY, MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE WEBSITE, THE INFORMATION OR ANY WEBSITE THAT IS HYPERLINKED HERETO OR HEREFROM, INCLUDING, WITHOUT LIMITATION, THE ACCURACY OF THE INFORMATION, AND HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Monitoring and Enforcement; Termination

We have the right to (a) take appropriate legal action, including, without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website; and (b) terminate or suspend your account and/or your access to all or part of the Website for any or no reason, including, without limitation, any violation of these Terms and Conditions or to assist with our fraud and abuse detection and prevention efforts.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to provide information in connection with a violation of these Terms and Conditions. YOU WAIVE, INDEMNIFY AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

Disclaimer of Liability

Your access to, browsing of or use of the Website is at your own risk.

TO THE FULLEST EXTENT PROVIDED BY LAW, NEITHER THE COMPANY NOR ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES OR AFFILIATES NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE WEBSITE OR THE INFORMATION SHALL BE LIABLE FOR ANY DAMAGES, LOSSES OR OTHER LIABILITIES, INCLUDING, WITHOUT LIMITATION, (A) DIRECT, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, (B) LOSS OF OR DAMAGE TO DATA, SOFTWARE OR COMPUTER EQUIPMENT, (C) LOSS OF OR DAMAGE TO INCOME OR PROFITS, (D) LOSS OF OR DAMAGE TO PROPERTY OR (E) CLAIMS OF ANY PERSON OR ENTITY, WHETHER BASED IN LAW OR IN EQUITY OR IN STATUTE, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, FOR ANY REASON ARISING OUT OF OR IN CONNECTION WITH THE ACCESS TO, BROWSING OF OR USE OF THE WEBSITE, THE INFORMATION OR ANY WEBSITE HYPERLINKED HERETO OR HEREFROM, INCLUDING, WITHOUT LIMITATION, ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INACCURACY, INTERRUPTION, DEFECT, DELAY IN OPERATION OF TRANSMISSION, VIRUS, TROJAN HORSE, WORM OR OTHER HARMFUL COMPONENT, OR LINE FAILURE, OR ANY DECISION MADE OR ACTION OR INACTION IN RELIANCE ON THE WEBSITE, THE INFORMATION OR ANY WEBSITE HYPERLINKED HERETO OR HEREFROM.

TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS NOT PERMITTED IN YOUR JURISDICTION, YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY’S TOTAL LIABILITY TO YOU FOR ANY CAUSE OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS, THE WEBSITE, YOUR USE OF THE WEBSITE, THE COMPANY’S PRODUCTS AND SERVICES OFFERED THROUGH THE WEBSITE, THE INFORMATION OR THE PRIVACY POLICY, REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY, WILL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO THE COMPANY FOR THE APPLICABLE SERVICE(S) GIVING RISE TO THE CLAIM UNDER THESE TERMS AND CONDITIONS DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE FIRST EVENT GIVING RISE TO LIABILITY, OR $100, WHICHEVER IS GREATER. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT.

Please note that some jurisdictions may not allow the exclusion of liability for incidental or consequential damages, so some of the above exclusions may not apply to you.

Indemnification

As a condition to accessing, browsing or using the Website, you agree to indemnify, defend and hold harmless the Company, its affiliates and its and their respective directors, managers, shareholders, members, officers, employees and agents from and against any and all liabilities, expenses (including, without limitation, attorney’s fees and court costs) and damages arising out of or otherwise in connection with claims resulting from or otherwise in connection with your access to, browsing of or use of the Website, including, without limitation, any claims alleging facts that, if true, would constitute a breach of these Terms and Conditions.

Products and Services

The products and services described on the Website may not be available in all geographic areas. Not all persons or entities are eligible for all of the products or services described. The Company reserves the right to determine, in its sole discretion, the eligibility for any such product or service. The Company may at any time and without notice make changes in, temporarily suspend or permanently discontinue the products or services described on the Website.

Off-Website Links

The third-party websites hyperlinked to or from the Website are not under the control of the Company. The Company has not reviewed any or all of the third-party websites hyperlinked to or from the Website. The Company does not make any representations or warranties regarding, and is not responsible for, the content or accuracy of any third-party websites hyperlinked to or from the Website. The products and services which can be accessed, purchased or obtained through such third-party websites are from persons or entities other than the Company. The Company does not make any representations or warranties of any kind, including warranty of merchantability or warranty of fitness for a particular purpose, with regard to such services and products. If you choose to hyperlink to or from any third-party website hyperlinked to or from the Website, then doing so shall be at your own risk and the Company recommends that you carefully review such third-party websites’ terms and conditions and security and privacy policies, as they may differ from those of the Company.

Information About You and Your Visits to the Website

All information we collect on the Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with our Privacy Policy and agree to it.

Prohibited Jurisdictions

The owner of the Website is based in the State of Florida in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on you own initiative and are responsible for compliance with local laws. Further, the Company does not authorize the downloading or exportation of the Information or any software or technical data from the Website to any jurisdiction which prohibits the downloading or exportation of such Information or data or to any jurisdiction prohibited by United States export control laws.

Claims of Copyright Infringement

The Digital Millennium Copyright Act of 1998 (as amended, the “DMCA”) provides recourse for copyright owners who believe that material appearing on the internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by the Website infringe your copyright, you (or your agent) may send the Company a notice requesting that the material be removed, or access to it be blocked. Such notice must include: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed upon; (c) a description of where the material that you claim is infringing is located on the Website; (d) your address, telephone number, and e-mail address; (e) a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (f) a statement, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Notices and counter-notices with respect to the Website should be sent to the Company using the contact information listed below. The Company suggests that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.

Choice of Law, Jurisdiction and Venue

The Website, the Information, these Terms and Conditions, the Privacy Policy, any suit, claim, action or proceeding arising out of, or with respect to, any of the foregoing, or any judgment entered by any court in respect thereof, shall be governed by and construed in accordance with the laws of the State of Florida without regard to choice of law rules which might direct the application of the laws of any other jurisdiction. Any suit, action or proceeding arising out of, or relating to, the Website, your use of the Website or the Company’s products or services offered through the Website, the Information, these Terms and Conditions or the Privacy Policy, or any judgment entered by any court in respect thereof, shall be brought exclusively in the state courts of Miami-Dade County, Florida or, if jurisdiction is appropriate, in the United States District Court for the Southern District of Florida (Miami Division). All parties hereby consent to personal jurisdiction in the State of Florida, acknowledge that venue is proper and convenient in the state courts of Miami-Dade County, Florida or, if jurisdiction is appropriate, in the United States District Court for the Southern District of Florida (Miami Division), and waive any objections that may exist, now or in the future, with respect to any of the foregoing. In the event a party initiates an action in any court other than those identified above, such party will not object to and will assist the other party in its efforts to dismiss such action or, if appropriate, transfer such action to the proper state or federal court located in Miami-Dade County, Florida. THE COMPANY AND YOU WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY SUIT, CLAIM, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS WEBSITE, YOUR USE OF THE WEBSITE OR THE COMPANY’S PRODUCTS OR SERVICES OFFERED THROUGH THE WEBSITE, THE INFORMATION, THESE TERMS AND CONDITIONS OR THE PRIVACY POLICY.

Severability

In the event that any one or more of the provisions contained in these Terms and Conditions shall be declared invalid, void or unenforceable, the remaining provisions of these Terms and Conditions shall remain in full force and effect, and such invalid, void or unenforceable provision shall be interpreted as closely as possible to the manner in which it was written.

Entire Agreement

These Terms and Conditions and our Privacy Policy constitute the sole and entire agreement between you and the Company with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.

Contact Information

If you have any questions, comments or concerns about these Terms and Conditions, then you may contact us in any of the following ways:

Mailing Address: 9800 N.W. 17th Street, Doral, Miami, Florida 33172 USA

Contact Form: Contact Us

Phone Number: 1 (305) 499-9316

A. CONTROLLING PROVISIONS: No terms and conditions other than the terms and conditions contained herein shall be binding upon KGI unless accepted by it in a writing signed by an authorized representative of KGI. All terms and conditions contained in any prior oral or written communication, including, without limitation, Buyer's purchase order, which are different from or in addition to the terms and conditions herein are hereby rejected and shall not be binding on KGI, whether or not they would materially alter this document, and KGI hereby objects thereto. All prior proposals, negotiations and representations, if any, are merged herein. Buyer will be deemed to have assented to all terms and conditions contained herein if any part of the goods and/or services described herein are shipped or an invoice is presented in connection therewith.

B. TERMS & INTEREST CHARGES: Buyer agrees to pay for the products according to KGI's applicable payment terms for the Buyer. In the event Buyer fails to make any payment to KGI when due, Buyer's entire account(s) with KGI may become immediately due and payable without notice or demand. All past due amounts are subject to interest charges at the rate of eighteen (18) percent per annum from the due date, or otherwise at the maximum rate permitted by law.

C. REMEDIES OF KGI: Buyer agrees that any of the following shall constitute an event of default which shall enable KGI, at its option, to cancel any unexecuted portion of this order or to exercise any right or remedy which it may have by law: (a) the failure of Buyer to perform any term or condition contained herein; (b) any failure of Buyer to give required notice; (c) the insolvency of Buyer or its failure to pay debts as they mature, an assignment by Buyer for benefit of its creditors, the appointment of receiver for Buyer or for the materials covered by this order or the filing of any petition to adjudicate Buyer bankrupt; (d) the death, incompetence, dissolution or termination of existence of Buyer; (e) a failure by Buyer to provide adequate assurance of performance within ten (10) days after a demand by KGI or (f) if KGI, in good faith, believes that Buyer's prospect of performance under this Agreement is impaired. All rights and remedies of KGI herein are in addition to, and shall not exclude, any rights or remedies that KGI may have by law. In the event it becomes necessary to incur any expense for collection of any overdue account, all collection charges KGI incurs, including attorneys' fees and court costs, will be added to the balance due and Buyer shall pay all such charges.

D. GOVERNING LAW & JURISDICTION: This transaction shall be governed in all respects by the laws of the State of Florida (excluding choice of law provisions) unless KGI in its sole discretion determines that the laws of another jurisdiction are more appropriate. All actions, regardless of form, arising out of or related to this transaction or the products sold hereunder must be brought within the applicable statutory period, but in no event more than ONE (1) YEAR after the date of invoice for any actions brought by Buyer against KGI. Any action arising out of this transaction or the parties' relationship may only be initiated in the state courts located in Miami-Dade County, Florida or if jurisdiction is appropriate, the United States District Court for the Southern District of Florida (Miami Division), unless KGI in its sole discretion determines that another venue is more appropriate for any action it may bring against Buyer. Buyer agrees that such courts shall have sole and exclusive jurisdiction over such actions, and Buyer further voluntarily submits to the jurisdiction of such courts and waives any argument that such courts lack jurisdiction over it or are inconvenient fora. Buyer waives any right to trial by jury in any action arising out of or relating to this transaction or Buyer's relationship with KGI.

E. DELIVERY: KGI will make a good faith effort to complete delivery of the products as indicated by KGI in writing, but KGI assumes no responsibility or liability and will accept no backcharge for loss or damage due to delay or inability to deliver, whether or not such loss or damage was made known to KGI, including, but not limited to, liability for KGI's nonperformance caused by acts of God, war, terrorism, labor difficulties, accidents, inability to obtain materials, delays of carriers, contractors or suppliers or any other causes of any kind whatsoever beyond the control of KGI. Under no circumstances shall KGI be liable for any special, consequential, incidental, indirect, or liquidated damages, losses, or expense (whether or not based on negligence) arising directly or indirectly from delays or failure to give notice of delay.

F. WARRANTY: THE BUYER'S SOLE AND EXCLUSIVE WARRANTY, IF ANY, IS THAT PROVIDED BY THE MANUFACTURER OR SUPPLIER OF THE PRODUCTS DISTRIBUTED BY KGI. KGI MAKES NO EXPRESS OR IMPLIED WARRANTIES. KGI HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, WHETHER IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS OR FITNESS FOR A PARTICULAR PURPOSE. UNDER NO CIRCUMSTANCES, AND IN NO EVENT, WILL KGI BE LIABLE FOR PERSONAL INJURY OR PROPERTY DAMAGE OR ANY OTHER LOSS, DAMAGE, OR INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL, OR LIQUIDATED DAMAGES OF ANY KIND, WHETHER BASED UPON WARRANTY, CONTRACT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER CAUSE OF ACTION ARISING IN CONNECTION WITH THE DESIGN, MANUFACTURE, SALE OR TRANSPORTATION OF THE PRODUCTS SOLD BY KGI. BUYER HEREBY ACKNOWLEDGES AND AGREES THAT UNDER NO CIRCUMSTANCES, AND IN NO EVENT, SHALL KGI'S LIABILITY, IF ANY, EXCEED THE NET SALES PRICE OF THE DEFECTIVE PRODUCT(S). BUYER'S SOLE REMEDIES IN THE EVENT OF A PRODUCT DEFECT ARE EITHER THE REPLACEMENT OR REFUND OF THE PRODUCT.

G. RECOMMENDATIONS BY KGI. Buyer acknowledges that KGI does not make and specifically negates and disclaims any representations, warranties and/or guaranties of any kind, express or implied, with respect to (i) the products sold, their use, design, application or operation, their merchantability, their physical condition or their fitness for a particular purpose, or (ii) the accuracy or reliability of any technical information or guidance, specifications, formulations or documents furnished to Buyer. Any recommendations made by KGI concerning the use, formulation, application or operation of the products shall not be construed as representations or warranties, express or implied. Buyer acknowledges and agrees that it is solely responsible for determining the suitability of a product for its particular purpose. Failure by KGI to make recommendations or give advice to Buyer shall not impose any liability upon KGI.

H. INDEMNIFICATION: The Buyer shall at its own expense apply for and obtain any permits, licenses and inspections required for the purchase, transportation, importation or use of the products. KGI makes no promise or representation that the products or services will conform to any international, federal, state or local laws ordinances, regulations, codes or standards, except as particularly specified and agreed upon in writing by an authorized representative of KGI. KGI shall not be responsible for any losses or damages sustained by the Buyer or any other person as a result of improper use or misapplication of the products. Buyer shall defend, indemnify and hold harmless KGI and its agents and employees against any loss, damage, claim, suit, liability, judgment or expense (including, without limitation, attorneys' fees) arising out of or in connection with any injury, disease or death of persons (including, without limitation, Buyer's employees and agents) or damage to or loss of any property or the environment, or violation of any applicable laws or regulations resulting from or in connection with the sale, transportation or use of the products by Buyer or of the information, formulations, services or other work supplied to Buyer, whether caused by the concurrent and/or contributory negligence of Buyer, KGI, or any of their agents, employees or suppliers. The obligations, indemnities and covenants contained in this paragraph shall survive the consummation or termination of this transaction.

I. INSPECTION & ACCEPTANCE: Claims for damage, shortage or errors in shipping must be reported to KGI in writing within one (1) day following delivery to Buyer. Buyer shall have fifteen (15) days from the date Buyer receives any products to inspect such products for defects and nonconformance which are not due to damage, shortage or errors in shipping and notify KGI, in writing, of any defects, nonconformance or rejection of such products. After such fifteen (15) day period, Buyer shall be deemed to have irrevocably accepted the products, if not previously accepted. After such acceptance, Buyer shall have no right to reject the products for any reason or to revoke acceptance. Buyer hereby agrees that such fifteen (15) day period is a reasonable amount of time for such inspection and revocation. Buyer shall have no right to order any change or modification to any product or service previously ordered by Buyer or its representatives, or cancel any order without KGI's written consent and payment to KGI of all charges, expenses, commissions and reasonable profits owed to or incurred by KGI. Special or custom order items may not be canceled or returned, and no refund will be made. The sole and exclusive remedy for merchandise alleged to be defective will be the replacement of or refund of the cost of the merchandise, subject to the manufacturer's inspection and warranty. All claims for damage, defects and nonconformance must be accompanied by supporting documentation, including photographs and samples. KGI reserves the right to physically inspect any product alleged to be damaged, defective or nonconforming.

J. RETURNS: Subject to a twenty-five (25) percent restocking fee, and only with prior written return authorization from KGI, Buyer may return any product which KGI stocks within thirty (30) days of receiving the product, if: (i) it is in new condition, suitable for resale in its undamaged original packaging and with all its original parts and (ii) it has not been opened, used, modified, altered or damaged. Buyer's product returns not meeting (i) and (ii), above, will be evaluated on an individual basis after Buyer has contacted KGI's authorized representative for prior written permission to return such product. Special orders or non-stock items may be returned only if the manufacturer or supplier will accept the return. Such special order or non-stock returns are always subject to the greater of either a twenty-five (25) percent restocking fee or manufacturer's applicable restocking fee. Restocking fees will apply to any and all orders canceled by Buyer regardless of whether or not the goods have been delivered to the Buyer. For all product returns, Buyer is responsible for return freight to the origin from which the product was shipped.

K. SHIPMENTS: KGI ships products (a) F.O.B. point of shipment, (b) F.O.B. destination, or (c) C&F or CIF destination port. In the case of F.O.B. point of shipment, risk of loss transfers to the Buyer upon tender of goods to Buyer, Buyer's representative or Buyer's carrier at the point of shipment. In the case of F.O.B. destination, risk of loss transfers to the Buyer upon arrival of the goods at destination indicated by Buyer. In the case of C&F or CIF shipments, risk of loss transfers to the Buyer once the goods arrive at the destination port. The cost of any special packing or special handling caused by Buyer's requirements or requests shall be added to the amount of the order. If Buyer causes or requests a shipment delay, or if KGI ships or delivers the products erroneously as a result of inaccurate, incomplete or misleading information supplied by Buyer or its agents or employees, storage and all other additional costs and risks shall be borne solely by Buyer.

L. PRODUCT STEWARDSHIP: Buyer agrees that the products will be used, handled, stored, transported and disposed of in such a manner as is necessary for the safety and protection of persons, property and the environment, and in accordance with the manufacturer's recommendations and applicable laws and regulations. The Buyer shall use, transport, store and transform (if applicable) the products in compliance with all applicable laws and regulations on environmental protection, public health and the protection of humans and property. Buyer agrees to instruct and train its employees with respect to, and to make certain that they know and understand, procedures necessary to enable them to comply with the requirements set forth herein. Buyer further agrees to deliver the most recent edition of the SDS (if applicable) for a given product to its employees and customers and to maintain a written record of such deliveries.

M. PATENT DISCLAIMER: KGI makes no warranty or representation that the use or sale of any product, whether alone or in combination with other products, will not infringe any patents, trademarks, registered designs, formulas or other proprietary rights of any party and Buyer assumes all risks associated therewith.

N. TAXES: The amount of any sales, excise or other taxes, if any, applicable to the products shall be added to the purchase price and shall be paid by Buyer unless Buyer provides KGI with an exemption certificate acceptable to the taxing authorities. Any taxes which KGI may be required to pay or collect under any existing or future law, upon or with respect to the sale, purchase, delivery, storage, processing, use or consumption of any of the products, including taxes upon or measured by the receipts from the sale thereof, shall be for the account of the Buyer, who shall promptly pay the amount thereof to KGI upon demand.

O. SEVERABILITY: These terms and conditions of sale shall not be construed against the party preparing them, but shall be construed as if all parties jointly prepared these terms and conditions of sale and any uncertainty or ambiguity shall not be interpreted against any one party. If any provision hereof is held to be illegal, invalid or unenforceable under any present or future laws, such provision shall be fully severable and the terms and conditions herein shall be construed and enforced as if such illegal, invalid or unenforceable provision had never been made a part hereof. The remaining provisions herein shall remain in full force and effect and shall not be affected by such illegal, invalid or unenforceable provisions or by their severance herefrom.

P. SET-OFF: Buyer shall not be entitled to set-off any amounts due Buyer against any amount due KGI in connection with this transaction.

Q. NON-WAIVER: KGI's failure to insist upon the strict performance of any term or condition herein shall not be deemed a waiver of any of KGI's rights or remedies hereunder, nor of its right to insist upon the strict performance of the same or any other term herein in the future. No waiver of any term or condition hereunder shall be valid unless in writing and signed by KGI's authorized representative.

R. ENTIRE AGREEMENT: This document constitutes the entire, complete, and exclusive agreement between the parties with respect to the subject matter hereof and contains all the agreements and conditions of sale; no course of dealing or usage of the trade shall be applicable unless expressly incorporated herein. The terms and conditions contained herein may not be added to, modified, superseded or otherwise altered except by a written modification signed by KGI's authorized representative. All transactions shall be governed solely by the terms and conditions contained herein.