KWT Standard Terms and Conditions

These Terms and Conditions govern the sale of goods (“Goods”) and services (“Services”) and/or the leasing of equipment (“Leased Equipment”) as fully described in Seller’s proposal to Buyer (the “Proposal”), and these Terms and Conditions, together with the Proposal to which they are attached, constitute the sole and entire contract between Buyer and Seller (the “Contract” or “Agreement”), and supersede and replace any and all prior or contemporaneous understandings, agreements, negotiations, representations, warranties, and communications, written and oral, with respect to the Goods, Services or Equipment to be provided to Buyer. Any terms and conditions in any document or form provided by Buyer and any attempt by Buyer to modify in any way these Terms and Conditions are hereby rejected. By accepting delivery of any of the Goods, Services or Equipment referenced in the Proposal, Buyer irrevocably and unconditionally accepts these Terms and Conditions as well as any terms and conditions set forth in the Proposal. In the event of any conflict or inconsistency between the terms and provisions set forth herein and any terms or provisions set forth in a Proposal, the terms and provisions of the Proposal shall control.

General Terms and Conditions

  1. Buyer shall purchase (or lease, in the case of Equipment) the Goods, Services and Equipment from Seller at the price(s) set forth in the Proposal (“Price(s)”). Unless expressly set forth in the Proposal, Prices are exclusive of all (i) shipping and transportation costs, and (ii) sales, use, and excise taxes, and any other similar taxes, duties, levies, tariffs, and charges of any kind imposed by any governmental authority on any amounts payable by Buyer shall be responsible for all such costs, charges, and taxes; provided that Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, gross receipts, personal or real property, or other assets.
  2. Unless otherwise set forth in the Proposal, Buyer shall pay all invoiced amounts due to Seller within thirty (30) days from the date of Seller’s Buyer shall make all payments in US dollars by check or wire transfer. Buyer shall pay interest on all late payments at the lesser rate of 1.5% per month or the highest rate permissible under applicable law. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under these Terms and Conditions or at law (which Seller does not waive by the exercise of any rights hereunder), if Buyer fails to pay any undisputed amounts when due under this Contract, Seller shall be entitled to suspend the delivery of any Goods or performance of any Services. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off as a result of any claim or dispute with Seller.
  3. If specified in a Proposal, Buyer shall pay to Seller a non-refundable deposit equal to 20% of the total Price (or such other amount as stated in the Proposal) (the “Deposit”). Seller shall have no obligation to commence manufacture, procurement of Goods, or performance of any Services unless and until the Deposit has been received in immediately available The Deposit shall be credited against the final invoice for the Goods or Services. Except to the extent this Agreement is terminated by Buyer due to Seller’s material breach, the Deposit shall be non-refundable.
  4. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  5. IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE GOODS, SERVICES OR EQUIPMENT SOLD OR LEASED HEREUNDER, PROVIDED, HOWEVER, THAT THIS LIMITATION SHALL NOT APPLY TO LIABILITY RESULTING FROM SELLER’S GROSS NEGLIGENCE OR WILLFUL
  6. No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by No failure or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof, nor shall any single or partial exercise preclude any other or subsequent exercise of any other right, remedy, power or privilege.
  7. Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Seller, and any purported assignment or delegation in violation of this provision is null and Seller may, at its sole discretion, withhold its consent to any proposed assignment.
  8. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other
  9. This Agreement constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior communications, representations, or agreements, oral or written, by the parties relating Any amendment or revision to this Agreement must be in writing and signed by an authorized representative of each party. This Agreement may be executed in counterparts, including electronic copies, which taken together shall constitute one original document.
  10. All non-public, confidential or proprietary information of Seller, including but not limited to, specifications, designs, plans, drawings, documents, data, or pricing disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Seller in Upon Seller’s request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.
  11. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of law Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Wood County, Ohio for the purpose of any suit, action, or other proceeding arising out of or related to this Agreement. Each party further agrees that venue shall be proper in such courts and waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party.
  12. Any notice, request, demand, or other communication required or permitted under this Agreement shall be in writing and deemed duly given (a) when delivered personally; (b) one (1) business day after being sent by a nationally recognized overnight courier; (c) three (3) business days after being sent by registered or certified mail, postage prepaid, return receipt requested; or (d) on the date of successful email Either party may change its contact information by providing written notice to the other party in accordance with this section.
  13. Either party (the “Non-Defaulting Party”) may terminate this Contract upon written notice to the other party (the “Defaulting Party”) if the Defaulting Party materially breaches this Contract and fails to cure such breach within twenty (20) days after receipt of written notice describing the breach in reasonable detail; provided, however, that solely with respect to breaches other than Buyer’s failure to pay amounts when due, if the breach is not reasonably capable of cure within such twenty (20)-day period, the Defaulting Party shall not be in default if it commences to cure the default within such period and diligently pursues such efforts until the breach is In addition, either party may terminate this Agreement immediately upon written notice if the other party (a) becomes insolvent, (b) makes an assignment for the benefit of creditors, (c) files or has filed against it a petition in bankruptcy or for reorganization that is not dismissed within sixty (60) days, or (d) ceases to conduct business in the ordinary course. Upon termination for default by Seller, Buyer shall pay Seller for (x) all Services performed and Goods and Equipment delivered prior to the effective date of termination, (y) any work in process and (z) any cancellation costs reasonably incurred by Seller. Termination shall be without prejudice to any other rights or remedies available to the Non-Defaulting Party at law or in equity, and all provisions that by their nature should survive termination shall so survive.

Services

  1. In addition to the General Terms and Conditions, the following terms and conditions apply to the provision of Services:
  1. Buyer shall (a) cooperate with Seller in all matters relating to the Services and provide access to Buyer’s premises and other facilities as reasonably requested by Seller for purposes of performing the Services; (b) respond promptly to any Seller request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Seller to perform the Services; and (c) timely provide any information or Buyer-furnished materials as necessary for Seller to perform the Services and ensure that such materials or information are complete and accurate in all material
  2. Seller will perform its Services in a manner consistent with that level of care and skill ordinarily exercised by other members of Seller’s profession practicing in the same locality, under similar conditions and at the same time that the Services are provided. SELLER MAKES NO OTHER WARRANTIES WHATSOEVER WITH RESPECT TO THE SERVICES, AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND INCLUDING ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE, ARE EXPRESSLY DISCLAIMED.
  3. If and to the extent any of the Services fail to comply with the applicable standard of care and/or the Contract (“Non-Conforming Services”), then Seller’s sole obligation is to reperform such Non-Conforming Services at no cost to This reperformance represents Buyer’s sole remedy with regard to Non-Conforming Services and Seller shall have no responsibility for any costs and expenses related to the repair, removal and/or replacement of materials, equipment, facilities, or structures.
  4. Seller will maintain during the terms of this Agreement workers’ compensation, commercial general liability, automobile liability and professional liability insurance
  5. Buyer will maintain during the term of this Agreement adequate insurance coverage and will require and verify any contractors or parties it hires to have adequate insurance

Goods

  1. In addition to the General Terms and Conditions, the following terms and conditions apply to the sale of Goods:
  1. Seller shall deliver the Goods to Seller’s facility (“Delivery Point”) in accordance with the delivery schedule set forth in the Proposal, and if no delivery schedule is specified, within a reasonable time after Buyer’s written acceptance of the Proposal and payment of any required Seller acknowledges and agrees that delivery schedules are approximate, and Seller shall not be liable for any damage, loss or expense incurred by Buyer or Buyer’s customer as a result of Seller’s failure to meet the delivery schedule. Seller may, in its sole discretion, without liability or penalty, make partial delivery of Goods to Buyer, and each delivery will constitute a separate sale, and Buyer shall pay for the Goods delivered, whether such shipment is in whole or partial fulfillment of an order.
  2. Unless otherwise expressly agreed by the Parties in writing, Seller shall deliver the Goods under Ex Works (EXW, Incoterms 2010) terms at the designated Delivery Title and risk of loss pass to Buyer upon delivery of the Goods at the Delivery Point. Seller shall not be liable for any delays, loss, or damage in transit.
  3. Buyer shall inspect the Goods immediately upon receipt and will be deemed to have accepted the Goods unless it notifies Seller in writing of any nonconformance within five (5) days of receipt. If Buyer timely notifies Seller of any nonconforming Goods, Seller shall, in its sole discretion, (i) replace such nonconforming Goods, or (ii) credit or refund the amount paid by Buyer for such nonconforming Goods, together with any reasonable shipping and handling expenses incurred by Buyer as a result of having to return any nonconforming Goods to Seller. Buyer acknowledges and agrees that the remedies set forth in the preceding sentence constitute Buyer’s exclusive remedy for delivery of nonconforming Goods.
  4. Buyer acknowledges and agrees that the Goods sold by Seller are manufactured by a third party and as such, are provided “AS IS” AND SELLER MAKES NO WARRANTIES WHATSOEVER WITH RESPECT TO THE GOODS, AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND INCLUDING ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE, ARE EXPRESSLY Seller’s sole warranty obligation shall be to use reasonable efforts to assign, transfer, and/or facilitate the transfer of any warranties provided by the manufacturer or original supplier of the Goods, to the extent such warranties are transferable.

Leased Equipment

  1. In addition to the General Terms and Conditions, the following terms and conditions apply to Leased Equipment:
  1. For purposes of this section, Seller, shall mean Lessor, and Buyer shall mean Lessee.
  2. Lessor agrees to lease to Lessee the Leased Equipment described in the Proposal, and Lessee agrees to accept the Leased Equipment from Lessor subject to the terms of this Agreement.
  3. The estimated delivery date for the Leased Equipment shall be specified in the Proposal and Lessor agrees to use reasonable efforts to meet the estimated delivery date, but Lessor shall have no responsibility or liability for delays in delivery.
  4. If the Proposal expressly includes mobilization, then Lesser shall be responsible for delivering and setting up the Leased Equipment at the location specified in the If mobilization is not expressly included, then Lessee shall be responsible, at its sole expense and risk, for either picking up the Leased Equipment from Lessor or arranging for the delivery of the Leased Equipment to Lessee.
  5. Lessor and Lessee intend that with respect to the Leased Equipment, this Agreement constitutes a true lease under applicable As such, Lessor retains ownership of and title to the Leased Equipment at all times, and Lessee acquires no ownership of, title to, or any right, equity, or interest in the Leased Equipment other than its leasehold interest solely as Lessee subject to all the terms and conditions of this Agreement. Further, the Parties intend that the Leased Equipment shall remain at all times personal property and not a fixture under applicable law, even if the Leased Equipment, or any part thereof, may be or become affixed or attached to real property or any improvements.
  6. Lessee acknowledges that prior to taking possession, it has examined the Leased Equipment, was instructed in the proper and safe use and maintenance thereof, and except for any defect noted by Lessee in writing at the time of delivery, received the Leased Equipment in good condition.
  7. Lessee assumes all risks inherent in the operation and use of the Leased In no event shall Lessor be liable to Lessee (or to any third-party claiming by or through Lessee) for damages arising from or related to the use, operation or possession of the Leased Equipment, including, without limitation, any special, incidental, punitive, or consequential damages, and regardless of whether such damages are based in contract, tort, strict liability, or any other legal or equitable basis, and Lessee hereby releases Lessor from all such liability. In addition, and to the fullest extent permitted by law, Lessee shall indemnify, defend, and hold Lessor harmless from all claims, demands, damages, judgments, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) (collectively, “Claims”) arising from or related to Buyer’s use, operation, or possession of the Leased Equipment, regardless of whether such Claim resulted in part from the negligence of Lessor or from any other cause, excepting, however, Claims caused by Lessor’s sole or gross negligence.
  8. Lessor warrants that, at the time of delivery, the Leased Equipment will (i) be in good working order and condition, subject to ordinary wear and tear, and (ii) conform to any specifications expressly set forth in the Proposal, if If, during the rental period, the Leased Equipment fails to conform to the foregoing warranty, Lessee shall promptly notify Lessor in writing, and Lessor shall, as its sole obligation and Lessee’s exclusive remedy, use commercially reasonable efforts to repair or replace the nonconforming Leased Equipment within a reasonable period of time. This warranty does not apply to any failure or damage resulting from misuse, abuse, improper installation, unauthorized modification or repair, accident, neglect, operation outside of manufacturer guidelines, or normal wear and tear. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, THE LEASED EQUIPMENT IS PROVIDED “AS IS” AND LESSOR MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE LEASED EQUIPMENT, AND ALL SUCH WARRANTIES, WHETHER IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND INCLUDING ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE, ARE EXPRESSLY DISCLAIMED.
  9. Lessee shall not operate or permit the operation of the Leased Equipment in an unsafe or improper manner and shall immediately discontinue the use of the Leased Equipment and notify the Lessor should the Leased Equipment at any time become unsafe to Within a reasonable time after receipt of such notice, Lessor, in its sole discretion, will either repair the Leased Equipment or provide substitute equipment, if available. If substitute equipment is not available, the rental charge will be adjusted accordingly. There shall be no abatement of rent or rent credit for any period in which the Leased Equipment is out of operation in connection with any required maintenance or repairs, and Lessor shall not be liable for any damages incurred by Lessee, including consequential damages, as a result of Lessee’s inability to operate the Leased Equipment.
  10. Lessor’s employees and agents shall have the right of access to Lessee’s premises to inspect the Leased Equipment on reasonable notice and during regular business hours, and to the extent the Leased Equipment is not maintained on Lessee’s premises, Lessee shall cooperate with and assist Lessor in obtaining access to such premises so that Lessor’s employees and agents may inspect the Leased Equipment.
  11. Lessee, at its sole expense and consistent with standard industry practice for similar equipment, shall maintain the Leased Equipment in compliance with the manufacturer’s specifications and keep the Leased Equipment in serviceable and operable condition, free of broken, damaged, or missing parts, suitable for the commercial use originally intended, ordinary wear and tear All maintenance of the Leased Equipment shall be done to standards and with parts of like kind and at least equal quality to items being maintained.
  12. At all times during which the Leased Equipment is in Lessee’s possession or control, Lessee shall bear all risk of loss, damage, destruction, theft, taking, confiscation, or requisition, partial or complete, of or to such Leased Equipment, however caused or occasioned (“Loss”). Lessee shall notify Lessor in writing within five (5) days of any such Loss.
  13. Lessee shall return the Leased Equipment on or before the date specified in the Proposal (“Lease End Date”). If the Proposal expressly includes demobilization, then Lessor shall be responsible for dismantling and return shipping of the Leased If demobilization is not expressly included in the Proposal, then, Lessee shall, at its sole expense and risk, return the Leased Equipment to the location specified in the Proposal, and if no location is specified, to a location designated by the Lessor.
  14. If Lessee fails to return the Leased Equipment on or before the Lease End Date, Lessee shall continue to comply with all the terms and conditions of this Agreement with respect to such Leased Equipment, including without limitation the obligation to pay 150% of the prorated daily rental rate for each day from the Lease End Date until the date on which Lessee returns the Leased Equipment to Lessor in the manner required under this Agreement (“Holdover Rent”). Nothing contained herein, including Lessee’s payment of Holdover Rent, shall constitute a waiver of Lessee’s breach of this Agreement, or give Lessee the right to retain possession of the Leased Equipment after the Lease End Date.
  15. If Lessee fails to (a) pay any amount due under this Lease within ten (10) days after written notice of nonpayment from the Lessor, or (b) return the Leased Equipment on or before the Lease End Date or earlier termination of this Agreement, the Lessor shall have the right, without further notice, demand, or legal process, to immediately enter any premises where the Leased Equipment may be located and take possession of The Lessee expressly waives any claims for trespass, damages, or other relief arising from such entry and repossession, provided that the Lessor acts in a commercially reasonable manner. The Lessee shall remain liable for any unpaid rent, damage to the Leased Equipment, and any costs incurred by the Lessor in recovering the Leased Equipment, including reasonable attorneys’ fees and collection costs.
  16. During the rental period and for so long as the Leased Equipment is in Lessee’s possession or control, Lessee shall, at its sole cost and expense, procure and maintain the following insurance coverages with insurers rated A-/VII or better by M. Best (or comparable rating agency): (i) Property Insurance insuring against loss, theft, and damage to the Leased Equipment in an amount at least equal to the full replacement value of such Leased Equipment including coverage for vandalism, fire, collision and transit; and (ii) Commercial General Liability Insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 aggregate, covering bodily injury, death, property damage, contractual liability, and products/completed operations as applicable.
  17. Lessor shall be named as (i) additional insured on the Commercial General Liability policy, on a primary and noncontributory basis, and (ii) loss payee under the Property Insurance policy with respect to the Leased The property policy shall provide that loss or damage proceeds shall be payable to Lessor to the extent of its interest in the Leased Equipment.
  18. All insurance required herein shall be primary to and noncontributory with any insurance maintained by Each policy (to the extent permitted) shall include a waiver of subrogation in favor of Lessor.
  19. Prior to delivery of the Leased Equipment, and upon renewal of any policy, Lessee shall furnish Lessor with certificates of insurance (and, upon request, copies of endorsements) evidencing the required Each policy shall provide for at least thirty (30) days’ prior written notice to Lessor of cancellation, nonrenewal, or material modification (ten (10) days for nonpayment of premium, if available).

This page was last updated June 9, 2026.