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FREIGHT AND DELIVERY
Freight Terms - KI reserves the right to select the “best way” shipment methods and means (including, but not limited to, determination of the carrier, method of shipment, and routing). Standard delivery shall be dock-to-dock delivery and shall occur Monday through Friday, 7:00 a.m. to 3:00 p.m. Products quoted as “Delivered Pricing” shall be “F.O.B. Origin,” and freight charges are based on shipments to the 48 U.S. contiguous states. For shipments destined to other U.S. states or foreign territories, delivery will be made to a prearranged port. Customer shall prepay all freight charges and any extra expenses resulting from any request by Customer for after-hours, holiday, weekend, or specific time delivery, or special carrier, shipping method, (eg. air freight, exclusive use vehicle) packaging, and/or routing.

Requests for Specific Delivery Time(s) - KI considers requests for delivery times and for drop shipments to job sites, and will undertake reasonable efforts to indicate any such request(s) to product carriers. KI may, in its sole discretion, extend to Customer the option of a carrier-guaranteed set delivery time at an additional cost to Customer. KI’s liability for any damages incurred for any late deliveries, including labor and other expenses resulting from any such delays, shall be limited to a refund of the charge for the aforementioned guaranteed set delivery time.

Accessorial Fees - Customer shall be responsible for the payment of all accessorial fees, including, but not limited to, charges necessitated by any of the following:
1. A need for special delivery equipment, including lift gates
2. Inside delivery
3. The absence of a loading dock
4. Redirection or re-consignment of product
5. Detention charges
6. Street unloads
7. Improper refusal of product

Storage of Product - If, following KI’s acknowledgement of Customer’s purchase order, Customer requests a delay in shipment for any period greater than one (1) day from the scheduled ship date, Customer shall be responsible for the payment of the following storage fees:
1. Orders less than a full trailer (11 pallets or 24 feet or less): $5.00 per day per pallet.
2. Full trailer: $60.00 per day per trailer.

Fuel Surcharge Fee - KI’s current fuel surcharge to Customer orders is one percent (1%). This surcharge may vary over time due to prevailing economic conditions.

PAYMENT TERMS
Net Thirty Days - Payment on all KI invoices shall be made in U.S. dollars within thirty (30) days of the date of each such invoice and without offset, back charges, retention, or withholding of any kind. Unpaid and delinquent invoices shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the highest rate permitted by law, whichever is less. KI also accepts Master Card and Visa.

Custom Deposits - Customer may be required to pay a deposit equal to fifty percent (50%) of the purchase price of any custom or nonstandard products identified in Customer’s purchase order. Any such deposit shall accompany Customer’s purchase order.

New Accounts - New accounts require the approval of a KI sales representative, credit references, and a valid tax-exempt or resale certificate (where applicable).

Security Interest in Products - KI shall retain a purchase money security interest in all products sold to Customer and for which Customer has not made full payment. Customer agrees to execute any and all instruments necessary to document the creation of this security interest and/or to perfect the same. Customer further agrees to assemble and deliver to KI all products subject to this security interest in the event Customer defaults on Customer’s payment obligations to KI.

Collection Costs - In the event Customer defaults on Customer’s payment obligations to KI, and KI employs the services of an attorney or collection agency to enforce these obligations, Customer shall reimburse KI for all of KI’s actual collection costs and expenses (including actual attorneys’ fees and court costs) upon demand.

ORDER PROCESS
Requirements of a Valid and Complete Purchase Order - In order to submit a valid and complete purchase order to KI, Customer must provide KI with the following information:
1. Sold to: Legal name, address (if KI is to bill the end user, provide end user purchase order made out to KI, or wholly owned KI subsidiary, or KI, c/o dealer) and phone number.
2. Ship to: Legal name and address.
3. Purchase Order Number: From the party KI is to bill.
4. Contact name and phone number: Person KI should contact with any questions regarding the order.
5. Shipping contact: Name and phone number of person to be contacted regarding shipping matters.
6. Tagging instructions.
7. Reference to special pricing agreement or master supply agreement with KI, if any.
8. Installation and/or design fees (if possible), freight (when applicable), and product information.
9. Product total (in quantity and net dollars).
10. Model number and full description (or include KI Quotespace).
11. Colors (include all finishes).
12. Specials: Inquiry number if known.
13. Customer’s Own Material (“C.O.M.”): Order entry code (if known), manufacturer, pattern, color, name of company ordering the C.O.M.

Acknowledgements - KI sends acknowledgements on all orders. Please read these acknowledgements and contact KI immediately if there is any discrepancy. In the event of any difference or inconsistency between KI’s acknowledgement and Customer’s purchase order, KI’s acknowledgement will control. In the event the model number and description differ on the purchase order, the model number will be the determining factor. Any error or discrepancy on acknowledgement must be reported to KI in writing within three (3) working days of acknowledgement date. All acknowledgements contain an estimated shipping date, but an order may ship earlier than the estimated shipping date. If Customer desires delivery on or after a specified date, Customer must write “Do not ship for arrival before ____[date]__” on Customer’s purchase order.

Fax Orders - Orders may be sent to KI via facsimile (1-800-405-2264). If, following submission of a facsimile order to KI, Customer sends a confirming order, such confirming order must be marked “Confirming Order. Original order sent via fax.” KI will not be responsible for any duplication orders caused by unmarked hard copy, duplicative confirming orders, or orders sent via facsimile more than once.

Changes or Cancellations of Orders - Purchase orders acknowledged by KI cannot be changed or cancelled without KI’s consent, which consent may be conditioned upon Customer’s agreement to pay increased or additional expenses resulting from the requested change or cancellation. Including but not limited to a twenty-five percent (25%) cancellation charge if order is cancelled or changed within fifteen (15) days of shipment.

Quick Ship Program - Quick Ship Program (QSP) leadtimes begin upon receipt of clearly marked and complete purchase order and approval by KI credit department. The QSP purchase order must be accompanied by the QSP purchase order cover sheet. It is KI’s intention to ship all QSP products within a period of 10 working days or less. Based on production capacity, KI reserves the right to cancel the Quick Ship Program without notice.

C.O.M. FABRIC REQUIREMENTS
Fabrics to be supplied by Customer must be approved by KI for upholsterability and flammability prior to acceptance of Customer’s purchase order. Customer shall submit to KI a one (1)-foot square sample swatch with Customer’s purchase order. Following KI’s approval of Customer’s fabric, Customer must contact KI for exact production yardage requirements (1-800-454-9796, ext. 2707). Thereafter, Customer shall ship its fabric to the appropriate manufacturing facilities below. When supplying KI with materials, it is the responsibility of the Customer to ship the materials to the correct KI manufacturing facility (as stated on the product pricing pages of KI price lists). Failure to ship the materials to the correct KI manufacturing facility will result in additional charges to the Customer for re-delivery of Customer’s own materials to the correct KI manufacturing facility.

For products shipped from Green Bay, WI facility, ship material to:
KI GreenBay
Attn: C.O.M. Storage
1330 Bellevue St.
Green Bay, WI 54302

For products shipped from Manitowoc, WI, facility ship material to:
KI Manitowoc
Attn: C.O.M. Storage
1400 S. 41st St.
Manitowoc, WI 54220

For products shipped from Pembroke, Ontario, facility ship material to:
KI Pembroke
Attn: C.O.M. Storage
Pembroke, Ontario K8A6X7

For products shipped from Bonduel, WI, facility ship material to:
KI Bonduel
Attn: C.O.M. Storage
204 West South St.
Bonduel, WI 54107

For products shipped from Pontotoc, MS, or Tupelo, MS, facility ship material to:
KI Tupelo
Attn: C.O.M. Storage
2112 Green St.
Tupelo, MS 38804

For products shipped from Los Angeles, CA, facility ship material to:
KI-LA
Attn: C.O.M. Storage
6500 S. Avalon Boulevard
Los Angeles, CA 90003-1934

For products shipped from Madisonville, KY, facility ship material to:
KI-KY
Attn: C.O.M. Storage
200 Commerce Drive
Madisonville, KY 42431

For products shipped from High Point, NC, facility ship material to:
KI-HN
Attn: C.O.M. Storage
217 Feld Avenue
High Point, NC 27263

TITLE, RISK OF LOSS, AND DAMAGE OR SHORTAGE CLAIMS
Title and Risk of Loss - Title to product shall pass to Customer upon delivery by KI to the carrier. For purposes of risk of loss, all shipments are “F.O.B. Origin”; and Customer acknowledges that, once KI delivers the product to the carrier, risk of loss shall pass to Customer. If you receive product that is freight damaged, the following steps must be taken:
1. Before signing for the merchandise, make careful notation of all damages on the bill of lading or delivery receipt.
2. Immediatley file a claim with the delivery carrier. Request an inspection by the carrier agent.
3. The claim must be filed within fifteen (15) days of receipt of goods.
4. Retain all shipping cartons for inspection by the carrier agent. For concealed damages follow steps 2 through 4.

Shipment Damage Claims - All products are packaged to comply with carrier requirements and leave KI’s manufacturing facilities in good condition. Customer shall be responsible to carefully inspect all product upon delivery and before acceptance. Any damage discovered upon delivery must be noted on the bill of lading. Notification of damage discovered after delivery must be given to the carrier within fifteen (15) days immediately following delivery, and all damaged product must be kept at the point of delivery in its original packaging. KI shall not be liable for loss or damage to product that occurs in transit, and Customer’s sole remedy for any such damages shall be to seek appropriate recourse against the carrier.

Shortage Claims - Customer must report shortage claims to KI within ten (10) days immediately following delivery. Shortage claims reported after ten (10) days after delivery will not be honored.

Returns - Product conforming to the specifications contained in KI’s acknowledgement to Customer may not be returned to KI without KI’s written consent, which consent may be conditioned upon, among other things, Customer’s agreement to pay re-handling and/or restocking charges and/or to prepay all freight charges on the return shipment.

CODE & FLAMMABILITY STANDARDS COMPLIANCE
Seating
1. California Technical Bulletin 117. All seating products manufactured by KI meet or exceed the standards set forth California Technical Bulletin 117 and are labeled accordingly.
2. California Technical Bulletin 133. KI offers numerous products that can be manufactured to meet the flammability requirements set forth in California Technical Bulletin 133. For products to meet the requirements of the open-flame test, changes in materials are made. Restrictions are placed on fabric selections and product type. When ordering product to comply with California Technical Bulletin 133, the “FR” option must be selected in the model number string. Please see individual sections in the price list for additional cost and lead times, which vary between products.

Panels - ASTM E84 (equivalent to UL 723 and National Fire Protection Association NFPA 255) is the test method used to determine the Flame Spread and Smoke Developed Indices of the system, consisting of the core substrate, fabric covering, and adhesive. NFPA 101, Life Safety Code, defines acceptable Flame Spread and Smoke Developed Indices that have been adopted by the federal and many state or local governments as law in the form of building codes and regulations. Panel cores have been judged acceptable for the use with UL Recognized Component Office Panel Fabrics. Contact KI for the current list of fabrics that are acceptable for use.

MISCELLANEOUS
Weights and Dimensions - All weights and dimensions listed in KI’s price or product listings are approximate.

Statute of Limitations - Except as specifically set forth in these Terms & Conditions, no claim arising out of or in connection with products purchased from KI, these Terms & Conditions, or any product warranty applicable to any KI product may be brought by Customer more than one (1) year after the cause of action on which it is based has accrued.

Jurisdiction and Venue - The interpretation and application of these Terms & Conditions and any product warranties applicable to products purchased by Customer from KI shall be governed in all respects by the laws of the State of Wisconsin, U.S.A., without reference to the rules of any jurisdiction concerning conflicts of laws or the provisions of the United Nations Convention on Contracts for the International Sale of Goods. Customer agrees that all disputes arising from the interpretation or application of these Terms & Conditions or any product warranty shall be subject to the exclusive jurisdiction of and venue in the federal and state courts located in Green Bay, Wisconsin, or within Brown County, Wisconsin, U.S.A.; and Customer hereby consents to the personal and exclusive jurisdiction and venue of these courts.

Notification to KI - Except as set forth elsewhere in these Terms & Conditions, all inquiries and correspondence to KI should be directed to:
KI
1330 Bellevue Street
P.O. Box 8100
Green Bay, WI 54308-8100
Phone: 1-800-424-2432

Force Majeure - KI shall not be liable for failure to perform or for delay in performance due to fire, flood, strike, or any other labor difficulty, act of God, act of any governmental authority or of Customer, riot, embargo, fuel or energy shortage, wrecks or delay in transportation, inability to obtain necessary labor, materials, or manufacturing facilities from usual sources, or failure of suppliers to meet their contractual obligations, or due to any other cause beyond its reasonable control. In the event of delay in performance due to any such cause, KI reserves the right to extend the date of delivery or time for completion by a period of time reasonably necessary to overcome the effect of such delay, to allocate any available supply of goods in a manner it deems reasonable, or to cancel any purchase order.

Product Warranties - These Terms and Conditions and Product Warranties may change from time to time. Purchases of products from KI shall be subject to KI’s then current Terms and Conditions which can be found at www.ki.com/terms