Spacekit

Terms and Conditions

These Terms and Conditions of Sale (these “Terms”) apply to the purchase of Products a (as defined below) from SPACEKIT, LLC. or any of its subsidiaries or affiliated corporations, including SPACEKIT, LLC., (collectively, "SPACEKIT"). All Purchase Orders, bills of lading and invoices for the Products or any delivery of the Products, including any services related thereto, shall incorporate and be subject to these Terms and together shall constitute the entire agreement between the buyer of the Products ("Buyer") and Spacekit (collectively, the “Agreement”). No other terms or conditions, including without limitation Buyer’s standard purchase order terms and conditions, will have any application to this Agreement or any transactions occurring pursuant hereto, unless specifically accepted in writing by Spacekit.

1. DEFINITIONS
“Products” means, SPACEKIT’s items are listed on the Kanopi website, as may be updated from time to time .

"Purchase Order" means a written purchase order provided by Buyer or SPACEKIT.

"Specifications" means the technical specifications of SPACEKIT regarding the Products and their components.

"Taxes" means all taxes, duties, charges or levies by any multinational, federal, provincial, state, municipal, local or other governmental or public department, central bank, court, commission, board, bureau, agency or quasi governmental body, including goods and services taxes, sales taxes and harmonized sales taxes but excluding taxes payable on SPACEKIT’s income or capital, which are now applicable or which may be imposed in the future.

2. PURCHASE ORDERS AND CONFIRMATIONS
Purchase Orders submitted by Buyer will not be binding until accepted by SPACEKIT by issuance of an order confirmation, at which time the Purchase Order shall become binding and non-cancellable. All information in an order confirmation is deemed correct unless Buyer notifies SPACEKIT of an error within one (1) business day following the issuance of the order confirmation.

3. INVOICES, CURRENCY AND TAXES
SPACEKIT will invoice Buyer, directly or via Kanopi, as stated in the applicable order confirmation. Unless otherwise agreed to in writing by SPACEKIT, prices in any Purchase Order or order confirmation are in the currency of the United States of America (USD). The prices in any Purchase Order or order confirmation are exclusive of Taxes, all of which will be paid by Buyer. Concurrently with payments to SPACEKIT hereunder, Buyer will remit to SPACEKIT all Taxes due in respect of the amounts payable by Buyer hereunder. If any Taxes are required to be withheld, then Buyer will pay SPACEKIT an amount such that the net amount received by SPACEKIT after withholding of such taxes will equal the amount that would have been otherwise payable.

4. PAYMENTS
a) Unless otherwise agreed to in writing by SPACEKIT, terms of payment for orders will be due upon the placement of the order. Unless otherwise expressly set forth in this Agreement or agreed to in writing by SPACEKIT, all payments and deposits are non-refundable.

5. DELIVERY AND QUANTITIES
a) Unless otherwise set forth on the order confirmation, all shipments of Products are Ex Works (Incoterms 2020) from the applicable SPACEKIT distribution or manufacturing facility, at which point the Products shall be deemed delivered. Delivery dates communicated or acknowledged by SPACEKIT are approximate only, and SPACEKIT shall not be liable for, nor shall SPACEKIT be in breach of its obligations to Buyer, for any delivery made within a reasonable time before or after the communicated delivery date. SPACEKIT agrees to use commercially reasonable efforts to meet the delivery dates communicated or acknowledged by it on the condition that it provides all necessary order and delivery information sufficiently prior to such delivery date.

b) Buyer will give SPACEKIT written notice of failure to deliver and thirty (30) days within which to cure. If SPACEKIT does not deliver within such a thirty (30) day period, Buyer’s sole and exclusive remedy is to cancel the affected and undelivered portions of the Agreement.

c) Buyer must give SPACEKIT written notice of any damage that occurred during shipping, or any missing items from order, within 3 days of delivery for appropriate replacement or credit.

d) Title in the Products and risk of loss in the Products shall pass to Buyer upon delivery to the first carrier at the SPACEKIT distribution or manufacturing facility.

e) If Buyer fails to take delivery of Products ordered, then SPACEKIT may deliver the Products in consignment at Buyer’s cost.

f) In the event SPACEKIT production is curtailed for any reason, SPACEKIT shall have the right to allocate its available production and Products, in its sole discretion, among its various customers and as a result may sell and deliver to Buyer fewer Products than specified in the Agreement, as the case may be.

g) If an Order is canceled less than three (3) days from Order placement date, SPACEKIT will refund 100% of the Order Price; If an Order is canceled three (3) to five (5) days from Order placement date, SPACEKIT will refund 50% of the Order Price; There will be no refund for any Orders canceled after five (5) days from the Order placement date.

6. FORCE MAJEURE
If by reason of any fact, circumstance, matter or thing beyond the reasonable control of SPACEKIT, SPACEKIT is unable to perform in whole or in part any obligation under this Agreement, SPACEKIT shall be relieved of that obligation under this Agreement to the extent and for the period that it is so unable to perform and shall not be liable to Buyer or any other third parties in respect of such inability.

7. INFORMATION AND DRAWINGS
All descriptive specifications, illustrations, drawings, data, dimensions and weights furnished by SPACEKIT or otherwise contained in catalogs, price lists and other advertising matter of SPACEKIT are approximate only and are intended to be by way of a general description of the goods and shall not form part of the contract. Information is subject to change at any time at SPACEKIT’s sole discretion.

8 LIMITED WARRANTY AND LIMITATION OF LIABILITY
SPACEKIT warrants for a period of one (1) year from the date of purchase that the Products purchased are free from material defects in materials and workmanship under normal use. SPACEKIT will, at its discretion, and as the sole remedy for a warranty claim, repair or replace any defective goods (or component part) or credit Buyer for the purchase price of the Products. SPACEKIT MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF DURABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

9. CONDITIONS/EXCLUSIONS
The above limited warranty will be void if Customer/Contractor fails to follow the proper Installation, Storage and Handling Instructions or in the event of any mishandling or abuse. The above limited warranty will also be void if any repairs or alterations of the Product are made by any person who is not authorized to perform the same in writing by SPACEKIT. SPACEKIT reserves the right to test any returned Product prior to issuing any credit or replacement Product, as applicable. In the event credit has been issued or replacement Product sent to Customer/Contractor and the returned Product is found not to be defective, SPACEKIT reserves the right to reverse the credit or invoice Customer/Contractor for any replacement Product and prepaid freight charges previously paid by SPACEKIT for returned Product, as applicable. In the event Products have been discontinued or Products are no longer available, SPACEKIT may substitute with a comparable item. For purposes of clarity, as it pertains to Products, “repair or replace such PRODUCT or the component part” does not include any removal or re-installation costs or expenses, including without limitation labor costs, cost of access, or other expenses.

In no event shall SPACEKIT be liable for any consequential, indirect, incidental, or special damages.

10. HOW TO GET SERVICE
You must notify SPACEKIT of any Product failure covered by this warranty within thirty (30) days of first observation of failure by writing to the following address: SPACEKIT, LLC 10 Wynfield Dr, Lititz, PA 17543, or call 1 888-635-1007.