Terms and Conditions of Sale:

For purposes of these Terms and Conditions of Sale, the term “contract” shall mean the agreement between JKN Electronics, Inc. (hereinafter referred to as “JKN”) and Buyer arising as a result of Buyer’s submission of an order for JKN products distributed by JKN and JKN’s acceptance of said order. Any such contract shall be deemed to incorporate and be governed by these Terms and Conditions. These Terms and Conditions shall take precedence over any Terms and Conditions which appear in Buyer’s order or in any documents incorporated by reference in Buyer’s order. No Term or Condition of Buyer’s order additional to or different from these Terms and Conditions shall become part of the contract unless explicitly referenced and agreed to in writing by an authorized executive of JKN at its principal office in Massachusetts. Retention by Buyer of any products delivered by JKN, or payment by Buyer of any invoice rendered hereunder shall be conclusively deemed acceptance of these Terms and Conditions. JKN’s failure to object to any provision contained in any communication from Buyer shall not be construed as a waiver of these Terms and Conditions nor as an acceptance of any such provision.

1. Orders

 By submitting an order to JKN, Buyer agrees to be subject to these Terms and Conditions of Sale in their entirety. All orders must be bona fide commitments showing definite prices and quantities and mutually agreed to shipping dates. If a Buyer qualifies for a quantity purchase discount, Buyer shall issue a Blanket Purchase Order for products to be delivered over a period of 12 months from date of acceptance by JKN of Buyer’s order. To schedule products for shipment, a Purchase Order Release must be issued by Buyer scheduling shipment of at least 25 % of the total quantity specified on the Blanket Purchase Order at a mutually agreed to shipping date. 

2. Prices and Taxes

Prices do not include Federal, State or local taxes, including without limitations sales, use or excise taxes, now or hereafter enacted, applicable to the products sold in this transaction, which taxes may, in JKN’s discretion, be added by JKN to the sales price or may be billed separately and which taxes will, in any event, be paid by Buyer unless Buyer provides JKN with a proper tax exemption certificate. Prices for quantity purchase buyers are the list price in effect on the date of the Purchase Order Release, times the appropriate discount level which will be adjusted in accordance with JKN’s Quotation. The resultant lower discount shall apply to all shipments made to Buyer during such 12 month period. The appropriate adjustment and resulting payment by Buyer will be made promptly after the end of such 12 month period. 

3. Delivery and Shipment

All products will be tendered and shipped F.O.B. manufacturer's plant and may be so tendered in several lots. In the absence of specific instructions, JKN will select the carrier and ship “prepaid”, but shall not be deemed thereby to assume any liability in connection with the shipment or shipment delays nor shall the carrier be construed to be the agent of JKN. Buyer must provide its own insurance. Title and risk of loss or damage to all products sold hereunder shall pass from JKN to Buyer upon delivery by JKN or its duly authorized Agent to the possession of the carrier, provided that JKN reserves a purchase money security interest in the products. Any claims for loss, damage, late delivery or misdelivery thereunder shall be filed by the Buyer with the carrier. JKN guarantees the shipment method but will not provide shipping charge adjustments caused by delays of either the manufacturer or the shipper. 

4. Terms of Payment

Unless otherwise stated on JKN’s invoice, terms of payment shall be net thirty (30) days from the date of the invoice. If at any time JKN, in its sole discretion, determines that payment in advance would be prudent, JKN may require full or partial payment in advance, and if such requirement is not met, may cancel the order or any part thereof and receive reasonable cancellation fees. If Buyer fails to pay the price or any other payment due hereunder when due, JKN may recover, in addition to the price or payment, interest thereon at the rate of 1 1/2 % per month where lawful, otherwise the maximum lawful monthly interest rate, and reasonable attorney’s fees. Terms of payment hereunder may be changed by JKN at any time. 

5. Security Interest

Buyer hereby grants to JKN a security interest in all JKN products sold to Buyer as security for the due and punctual performance by Buyer of all of its obligations hereunder. Buyer agrees to execute such documents to evidence and perfect said security interest as JKN may require. Buyer hereby appoints any officer of JKN as its duly authorized agent for the sole purpose of executing all such documents on Buyer’s behalf, including,, without limitation, financing statements on Form UCC-1 and for the purposes of taking any and all other action deemed necessary by JKN, in its sole discretion, for the perfection and enforcement of the security interest granted hereby. 

6. Contingencies

JKN shall not be liable for any delay in delivery or for non-delivery, in whole or in part, caused by the occurrence of any contingency beyond the control of JKN, including, by way of illustration but not limitation, war (whether an actual declaration is made or not), sabotage, insurrection, or other act of civil disobedience, act of a public enemy, failure or delay in transportation, act of any government or any agency or subdivision thereof, judicial action, labor dispute, accident, fire, explosion, floods, storm or other act of God, shortage of labor, raw materials or machinery or technical failure where JKN has exercised ordinary care in the prevention thereof. If any such contingency occurs, JKN may allocate production and deliveries among JKN’s customers. 

7. Warranty

In almost every case, the warranty on products purchased from JKN shall be that of the original manufacturer, but in no cases shall be less than 90 days. A copy of the complete warranty is available upon written request from the respective manufacturer, and may also be found included in the packaging of some products. All in warranty repairs may be handled through JKN provided a Return Material Authorization (RMA) number is given prior to the return of any merchandise. All out of warranty repairs may be handled through JKN at a charge accessed by the manufacturer plus reasonable shipping and handling costs assessed by JKN. Such cost shall be quoted to the Buyer prior to return of merchandise to the extent practical. 

8. Refunds and Exchanges

If parts are returned to JKN within seven (7) days after the date of the Invoice or Packing Slip, the customer will be subject to a twenty (20) percent MINIMUM Restocking Charge. Beyond seven (7) days but less than thirty (30) days after the date of the Invoice or Packing Slip, only merchandise credit less Restocking Charges may be granted at the sole discretion of JKN. At and beyond thirty (30) days all purchases are considered to be FINAL SALES. There will be no refund on any SPECIAL ORDER or FINAL SALE item returned. No refunds or exchanges are ever allowed on opened software or software licenses. No refunds or exchanges are ever allowed on modified or damaged goods. If merchandise returned to JKN is found to be damaged or returned in non-resellable condition, customer may be subject to a 20 to 100 percent Restocking Charge. All returned merchandise requires a Return Materials Authorization Number (RMA), obtainable from JKN, which must be clearly marked on the outside of the returned package. Packages returned without an RMA number will be refused. Note: ALL International sales are FINAL SALES as of the SHIPMENT DATE or PAYMENT DATE, whichever is earlier. The minimum acceptable order size is $ 75. 

9. Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL JKN’S LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT OR JKN’S PERFORMANCE OR ASSERTED FAILURE TO PERFORM THEREUNDER, IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE PURCHASE PRICE OF THE PRODUCTS, AND IN NO EVENT SHALL JKN BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR TORT DAMAGES RESULTING FROM LOSS OF USE, LOSS OF PROFITS, LOSS OF BUSINESS OR LOSS OF GOODWILL. 

10. Cancellation and Rescheduling

Orders accepted by JKN may be canceled or rescheduled by Buyer only with the written consent of JKN and upon payment of the then currently published cancellation or rescheduling charges, or a minimum of 20 percent, whichever is greater. JKN shall have the right without penalty or payment to cancel any order accepted, or to refuse or delay the shipment thereof, (I) if Buyer fails to make promptly any payment due JKN or to meet any other reasonable requirements established by JKN, (ii) if any act or omission to act of Buyer delays JKN’s performance, or (iii) if Buyer’s credit becomes impaired in such event, JKN shall be entitled to receive reimbursement for its reasonable and proper cancellation charges. 

11. Rescheduling

There will be no rescheduling charges if deliveries scheduled beyond 90 days from the date JKN is notified of the rescheduling are rescheduled, or if deliveries from 30 to 90 days are rescheduled provided they are rescheduled within the 90 day period from the date when JKN is notified of the rescheduling. If other than above, a 25 percent rescheduling charge may be invoiced to Buyer at JKN’s option. Products scheduled to ship within a 30 day period cannot be rescheduled. 

12. Non Waiver of Default Remedies

In the event of any default by Buyer under this or any other contract between JKN and Buyer, JKN may decide to make further shipments. If JKN elects to continue to make shipments, JKN’s action shall not constitute a waiver of any default by Buyer or in any way affect JKN’s legal remedies for any such default. All JKN rights and remedies, whether evidenced hereby or by any other contract or document, shall be cumulative and nonexclusive and may be exercised singularly or concurrently. 

13. Applicable Law

The validity, performance and construction of the contract shall be governed by the laws and jurisdiction of the Commonwealth of Massachusetts.

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