Kinsco Website Terms and Conditions of Use
You must adhere to the terms and conditions for any use of the Kinsco Site ("Site" as defined below). These terms and conditions are a legal agreement between you and the company or business you work for, and Kinsco Corporation ("Kinsco") stating the terms that govern all orders from Kinsco and your use of this Site (the "Agreement"). Please read the entire Agreement carefully.
Orders: Sections 12, 13 and 14, below, apply to all orders (whether placed by phone, through this Site, or by some other method). You agree that, by placing an order with Kinsco, you expressly accept the terms and conditions listed in sections 12, 13 and 14.
Use of the Site: Sections 1 through 11 apply specifically to any use of the Site. You agree that your use of the Site or any services available on or through the Site constitutes acceptance of the terms and conditions herein. If you work for or represent a business, you represent and agree that you are authorized by that business to enter into this Agreement on behalf of that business. Kinsco is relying on the fact that you are authorized to enter into this Agreement on behalf of that business. If at any time you do not agree to be bound by this Agreement, you must immediately stop using the Site.
Kinsco may from time to time amend, supplement or modify the terms of this Agreement. You must check this Agreement periodically for changes. Your continued use of the Site following the posting of any amendment, supplement or modification means that you accept and agree to it/them.
- The Site
- Use of the Site
- Use by Children
- Image Library
- Intellectual Property
- Disclaimers and Limitations
- Applicable Law and Dispute Resolution
- Ordering Terms & Conditions
- General Terms & Conditions of Sale
1. The Site. The Site includes everything posted on or provided through pages posted at http://www.Kinsco.com or any other websites owned or controlled by Kinsco including, but not limited to the following general categories:
Content: Content encompasses everything you see, hear, or otherwise receive from, on or through the Site, including but not limited to all software, marketing tools, images, graphics, photographs, works, copyright-protectable subject matter, trademarks, service marks, trade dress logos, trade names, text, documents and sounds, and all services provided through the Site.
2. Use of the Site. You may access, use or download Content for your business only as specifically permitted on the Site, or for your personal, noncommercial purposes. Kinsco grants you a limited, revocable, nonexclusive right to use the Marketing Tools as specifically permitted on the Site, for the purposes expressed on the Site. No other use of Content or Marketing Tools is allowed. These limited rights are granted to you as long as you:
- Agree that, once you receive a Kinsco "customer number" you and/or authorized employees and agents will use your customer number to access the Site for your internal business purposes, and you will not allow anyone other than your authorized employees or agents to use your customer number to access the Site for these purposes.
- Make only lawful use of the Site and the content.
- Violate no rights or licenses of any third party.
- Keep unchanged all copyright and other notices.
- Protect the Content from unauthorized use, modification, reproduction, distribution or publication.
- Do not portray Kinsco, its affiliates or licensors, or their products or services, in a false, misleading, derogatory, or offensive way.
- Abide by all applicable local, state, federal, national and international laws, rules and regulations.
- Send e-mails only to recipients with whom you have a prior business relationship.
- Do not use a false e-mail address, impersonate any person or entity, or otherwise mislead anyone as to the origin of your services or of any Content.
- Do not directly or indirectly access, use or download Content for the purpose of competing with Kinsco (e.g., scraping product data or user information).
You may not upload post, transmit, distribute or otherwise publish on or to the Site any of the following:
- Software virus or other harmful component.
- Advertising or commercial material of any kind, except as expressly authorized in advance by Kinsco.
- False, threatening, libelous, defamatory, pornographic, obscene or otherwise unlawful material.
You may not interfere with the Site or any other user's use of the Site by, for example, overloading, flooding, mail-bombing or crashing the Site, sending spam of any kind through the site, or inserting any code or product or manipulating the Content in any way that affects any third party's experience of the Site.
Kinsco may, at its sole discretion, terminate your access to the Site if it believes that you have directly or indirectly violated all or portions of your obligations under this Section 2.
Kinsco does not warrant or represent that you or other customers are permitted to use any third party marks. Any use of third party marks must comply with any restrictions imposed by the mark owner, and is done at the customer's own risk. Kinsco is not responsible for the conduct of any person using the Site.
4. Use by Children. The Site is intended only for those ages 18 and older. If you are under 18, you may not register or submit personally identifiable information on, to or through the Site. Kinsco does not collect personally identifiable information from any person Kinsco knows to be under 18.
5. Links. Links from the Site to third party sites are provided only as a convenience. You use outside links at your own risk. These links do not constitute Kinsco's endorsement of any third party, its site, or its goods or services. Kinsco shall not be responsible for and hereby disclaims liability for any injury or damages you may experience by using third party materials. You may not create links to the Site that portray Kinsco in a false or misleading light. You may not use "framing" or similar techniques to enclose any portion of the Site. Except as intentionally enabled by the Marketing Tools, you may not link to any pages other than the Kinsco home page.
6. Image Library. All images, photographs, pictures, designs and illustrations appearing in the Kinsco Image Library ("Images") are protected by copyright law and other applicable laws and regulations. Images in the Kinsco Image Library are intended for use by Kinsco customers only. By accessing the Kinsco Image Library, you represent and warrant that you are a customer of Kinsco and will at all times comply with all applicable laws, regulations, this Agreement and any other terms and conditions of use.
You may not use Images in the Image Library for any purpose unrelated to your business with Kinsco. Images are updated from time to time. You may only use Images currently appearing in the Image Library and it is your responsibility to ensure that, at all times, you use current Images. Any Images not currently found in Image Library may not be used for any purpose. Use of model or other images that would be potentially unflattering, defamatory, libelous, or otherwise unlawful is strictly prohibited.
7. Intellectual Property. Unless otherwise noted, Kinsco owns or has licensed all Content, and any copyright, trademark, trade dress or other intellectual property which is protected under U.S. and international laws and treaties. The Site contains various protected trademarks, service marks, trade names and trade dress owned by Kinsco. Other trademarks used on the Site are the property of their respective owners. You may not use any Kinsco or other trademarks as part of your company name, corporate name, trade name or domain name.
8. Disclaimers and Liability Limitations. YOU USE THE SITE SOLELY AT YOUR OWN RISK. KINSCO PROVIDES THE KINSCO PROPERTIES ON AN "AS-IS, WHERE-IS" BASIS, AND DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING BUT NOT LIMITED TO ACCURACY, COMPLETENESS, IMPLIED WARRANTIES OF MERCHANTABILITY, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE TITLE, AND NONINFRINGEMENT AND ANY IMPLIED INDEMNITIES. IN NO EVENT WILL KINSCO OR ITS LICENSORS BE LIABLE UNDER ANY THEORY FOR ANY DAMAGES RELATED TO YOUR USE OF OR INABILITY TO USE THE KINSCO PROPERTIES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOSS OF OR DAMAGE TO PROPERTY, EVEN IF KINSCO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. If you are dissatisfied with the Site or any of the terms in this Agreement, your sole and exclusive remedy is to stop using the Site. Some states do not allow certain limitations on implied warranties or certain damages, so some of the above exclusions may not apply to you. You understand and agree that Kinsco would not make the Site available "but for" your agreement to these disclaimers and liability limitations, and that Kinsco is at all times relying on your agreement to these disclaimers and liability limitations when it provides you with access to and use of the Site.
9. Indemnification. You agree to defend, indemnify and hold harmless Kinsco and its affiliates, officers, directors, owners, agents, employees, contractors, licensees and licensors from and against any and all actual or threatened claims, damages, costs and expenses, including all costs, expenses and reasonable attorneys' fees (including without limitation, fees and costs incurred in a bankruptcy proceeding, whether or not a lawsuit is filed), arising from or related to your use of the Site, Marketing Tools or Software, and for your violation of any of the terms or conditions contained in this Agreement.
10. Termination. Your failure to comply with any of the covenants, terms or conditions in this Agreement automatically revokes your authorization, right and license to use the Site. Various parts of this Agreement will continue in full force and effect upon termination of your rights, according to their nature, including restrictions, disclaimers, liability limitations and indemnification obligations. Kinsco may change, suspend or discontinue or restrict any Site feature at any time without prior notice.
11. Applicable Law and Dispute Resolution. This Agreement shall be governed by, construed and enforced in accordance with the internal laws of the State of Colorado, without giving effect to principles and provisions thereof relating to conflict or choice of laws irrespective of the fact that any one of the parties is now or may become a resident of a different state. Venue for any action under this Agreement shall lie only in Weld County, Colorado. The parties hereby consent to personal jurisdiction over them by the courts within Weld County, Colorado. The parties waive all objection and challenge to such venue and personal jurisdiction. In the event of a dispute hereunder, the prevailing party shall be entitled to recover its costs and expenses incurred, including reasonable attorneys' fees.
12. Miscellaneous. This Agreement constitutes the entire agreement between you and Kinsco regarding access to and use of the Site and superseding and entirely replacing prior agreements (if any) between you and Kinsco therefor. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, or third-party software. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Kinsco's failure to enforce any right or provisions in this Agreement will not constitute a waiver of such provision, or any other provision of this Agreement. Kinsco will not be responsible for failures to fulfill any obligations due to causes beyond its control. Kinsco obtains permission from other manufacturers and content owners to make their brands, logos, products and other content available to you through the Site. You agree that these owners that license their rights and content to Kinsco for the Site are intended third-party beneficiaries under this Agreement with the right to enforce the provisions of this Agreement that directly concern their content. In the event it should be determined that any provision of this Agreement is uncertain or ambiguous, the language in all parts of this Agreement shall be in all cases construed as a whole according to its fair meaning and not strictly construed for nor against either party.
YOU HAVE READ, UNDERSTOOD AND APPROVED OF THIS AGREEMENT; YOU HAVE HAD AN OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL AND WITH SUCH OTHER EXPERTS OR ADVISORS AS YOU HAVE DEEMED NECESSARY IN CONNECTION WITH THIS AGREEMENT. THE FACT THAT KINSCO MAY HAVE DRAFTED ALL OR PORTIONS OF THIS AGREEMENT SHALL HAVE NO BEARING UPON ITS INTERPRETATION OR CONSTRUCTION.
YOU UNDERSTAND AND AGREE THAT THE PROVISIONS CONTAINED HEREIN REPRESENT AN AGREED ALLOCATION OF RISK WHICH IS REFLECTED IN THE OBLIGATIONS HEREUNDER SUCH AS THE DISCLAIMER OF ALL WARRANTIES AND THE LIMITATIONS ON LIABILITY. KINSCO COULD NOT PROVIDE THE KINSCO PROPERTIES, OR ITS PRODUCTS OR SERVICES TO YOU AT THE CURRENT PRICING "BUT FOR" YOUR AGREEMENT TO THESE TERMS AND CONDITIONS.
13. Ordering Terms & Conditions. Orders for Kinsco goods (the "Goods") are subject to the following terms and conditions of sale. These terms and conditions of sale shall govern the sale of Goods from Kinsco ("Kinsco") to you and/or the company you are authorized to represent ("you"). Kinsco's performance is expressly made conditional upon your agreement to these terms and conditions of sale. Any provisions or conditions of any purchase order or other document, which are inconsistent with or in addition to these terms and conditions are hereby rejected and shall be inapplicable and not binding upon Kinsco.
A. Ordering. Kinsco shall accept your orders in writing, by phone (with follow-up written confirmation) or through electronic means for web-based orders. You may not cancel an order accepted by Kinsco (i.e., they are non-refundable), except upon the consent of Kinsco in each instance. You may pay for your first order by COD, pre-payment, credit card or with a company check upon prior credit approval by Kinsco. Kinsco shall deliver Goods F.O.B. Kinsco's shipping facility; risk of loss for Goods passes to you once Goods are loaded onto the courier at Kinsco's facility. Kinsco shall make commercially reasonable efforts to meet any shipment date stated on the face of any accepted order. However, you understand and agree that shipment of Goods is subject to availability, and KINSCO EXPRESSLY DISCLAIMS LIABILITY FOR ANY FAILURE TO MEET SUCH DELIVERY DATES. Kinsco shall have the right to deliver Goods at one time or in portions from time to time, and to invoice for those portions delivered. Payment will not be considered final until all freight charges and taxes billed to you have been paid. You may order samples from Kinsco and receive a full refund if you return them within thirty (30) days and pay for all related shipping charges. Kinsco may periodically offer other free freight promotions and free freight is subject to change. You may also pick up your orders at Kinsco.
B. Payment. You shall purchase Goods in accordance with Kinsco's price list in effect at the time of the order (less other discounts, if any). Prices are exclusive of all sales or use taxes, tariffs, customs (except fees associated with original U.S. importation which Kinsco pays), duties and other governmental charges. You shall pay or reimburse Kinsco for any and all such charges. Late payment of any amount will be grounds for Kinsco to discontinue performance under these terms and conditions of sale. Any amounts not paid by the due date will be subject to a finance charge at a rate equal to the lesser of 1.5% per month or the maximum rate allowed by law. However, payment of such finance charge will not excuse or cure a breach or default for late payment. Returned checks will be subject to a $40.00 per check charge. All freight is F.O.B. point of origin. You remain responsible for all shipping and handling charges including, without limitation, failure by the consignee to pay shipping charges, failure by any third party to pay shipping charges, or an incorrect or invalid shipping account number. Kinsco accepts American Express, Visa and MasterCard (please ask your sales representative for details). Kinsco does not accept third party credit cards.
C. Pricing. All prices are subject to change without notice. Kinsco assumes no responsibility and shall incur no liability whatsoever if price change notices are not received. In the event of new federal or state taxes or legislation affecting the costs of products or items, Kinsco reserves the right to increase prices as it deems appropriate or necessary. Merchandise is subject to change or withdrawal, or may be temporarily or permanently out of stock. We assume no liability for delays or failure to deliver due to our inability to obtain supplies. Kinsco has no minimum order amount.
D. Discounted. Pricing and Product Description. Case pricing is available for orders of a particular pack of a specific style, color and size group, with quantity determined by mill. Many product descriptions include the weight of the fabric indicated in ounces. All weights included in product descriptions are averages based on the color offering for that specific item. Weights are provided to Kinsco by the manufacturer.
E. Backorders. Backorders can only be placed for Goods that are out of stock at warehouse locations at the time the order is placed. All backorders will be filled as inventory is available. You will not be charged until your backorder ships. All Goods are priced at the time the order is placed. Only sale pricing and promotional discounts that are active at the time the backorder is placed will be applied. Shipping method is at Kinsco’s discretion. Backorders will ship automatically when inventory becomes available. You will receive a confirmation email notification when the backorder is shipping and an acknowledgment email when the backorder has shipped/invoiced. No backorders will be accepted for discontinued or closeout merchandise, catalogs or custom hemmed pants. Fulfillment of backorders is subject to the availability of Goods. Estimated Times of Arrival (“ETA”s) provided at the time of backorder placement are courtesy estimates only for when Goods are expected to be received by Kinsco. Kinsco assumes no liability for delays or failure to deliver due to Kinsco’s inability to obtain supplies.
F. Returns and Cancelled Orders. It is your responsibility to check for discrepancies or defects in an order before any alterations or embellishments are made. Returns must be authorized by Kinsco in advance. Claims for returns for defective Goods must be made in accordance with the warranties in Kinsco’s General Terms & Conditions of Sale. Altered or embellished garments, excluding irregulars, are not returnable. Authorized returns must be accompanied by a return authorization form or number from Kinsco. Returns without original corresponding invoice number(s) will be credited at the lowest published price. Cancelled orders or returns of unwanted merchandise must be approved in advance and may be subject to a 20% restocking fee plus applicable shipping charges. Merchandise that is not Kinsco’s will be returned to you at your expense or disposed of by Kinsco. Discontinued or close-out items are not returnable. All returns must be prepaid. Please contact Kinsco Customer Service for a return authorization and shipping address.
14. General Terms & Conditions of Sale. Orders for Kinsco goods (the "Goods") are subject to the following terms and conditions of sale. These terms and conditions of sale shall govern the sale of Goods from Kinsco ("Kinsco") to you and/or the company you are authorized to represent ("you"). Kinsco's performance is expressly made conditional upon your agreement to these terms and conditions of sale. Any provisions or conditions of any purchase order or other document, which are inconsistent with or in addition to these terms and conditions, are hereby rejected and shall be inapplicable and not binding upon Kinsco.
A. Warranties, Disclaimer, Limitations on Liability. Kinsco warrants only that the Goods shall be free from material defects on the delivery date, provided, you store and handle the delivered Goods in such a manner that meets or exceeds the storage and handling procedures utilized by Kinsco.
You must provide Kinsco with written notice of any warranty claims no later than thirty (30) days after receipt of the applicable order of Goods. Failure to provide written notice within such 30-day period shall void Kinsco's warranties in their entirety. As Kinsco's sole responsibility and liability, and YOUR ONLY AND EXCLUSIVE REMEDY for any breach or breaches of such warranties, Kinsco shall, upon written notice from you, either (at Kinsco's option) replace the defective portion of the Goods, or accept return thereof and refund the price paid by you for the defective portion. Any misuse, improper handling, storage, use, modification or alteration of the Goods by any third party shall void the forgoing warranty. You shall remain entirely responsible for any shipments by you or your company for purposes of returning defective products or packages hereunder to Kinsco, and all risk of loss or damage during shipment shall be born by you. Kinsco will pay (or reimburse you) for reasonable shipping and handling charges limited to valid warranty claims.
You agree and acknowledge that any benefits derived from use or resale of the Goods will depend on factors which vary from business to business and which are not within Kinsco's control. YOU ARE RESPONSIBLE FOR THE SELECTION OF THE GOODS TO MEET YOUR, YOUR COMPANY'S OR ITS CUSTOMERS' NEEDS, AND KINSCO MAKES NO WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM THE USE OR SALE OF THE GOODS IN YOUR BUSINESS. THE WARRANTIES SET FORTH IN THIS SECTION ARE THE ONLY WARRANTIES MADE BY KINSCO. KINSCO EXPRESSLY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, ARISING BY LAW OR OTHERWISE AND ANY IMPLIED INDEMNITIES.
IN NO EVENT WILL KINSCO BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RESULTING FROM THE PERFORMANCE OR BREACH OF THIS AGREEMENT, OR THE USE OR SALE OF GOODS BY YOU, OR ANY OTHER PARTY, OR FROM THE MANUFACTURE, SALE OR USE OF ANYTHING MADE BASED ON THE GOODS, EVEN IF KINSCO IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT FOR INJURIES TO CONSUMERS DUE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF KINSCO. You agree that, regardless of the form of action, whether in contract or tort, including negligence, Kinsco's liability for damages claimed by you with respect to the Goods shall not exceed fees received by Kinsco from you for the applicable Goods hereunder. Regardless of the form of action, whether in contract or tort, including negligence, Kinsco's liability for damages claimed by third parties with respect to the Goods, as between Kinsco and you shall not exceed fees paid to Kinsco hereunder. No action, regardless of form, arising under this Agreement (other than an action for non-payment of any purchase prices or other amounts owed by you to Kinsco), may be brought by either party more than one (1) year after the date of the alleged breach. Kinsco shall not be liable for any failure to perform under this Agreement where such failure is due to any cause beyond Kinsco's control.
You hereby release and shall defend and hold Kinsco and its owners and agents harmless from and against any actual or threatened claims, losses, liabilities (including without limitation any punitive damages and fines), costs and expenses (including without limitation reasonable costs of litigation and attorneys' fees) related to third party actions (a) in which it is determined that Kinsco is not at fault; and/or (b) arising from or relating to any acts or omissions by you, your company or your customers.
B. General. Our relationship is one of independent contractors. No agency, employment, partnership or joint venture shall be created by or founded upon this Agreement. You shall not make or assign, or represent to any party, by implication or otherwise, that it may make or assign, any warranty or representation by or for Kinsco, nor shall you attempt, or represent that it is entitled, to make any commitment, waiver or settlement on behalf of Kinsco or to pledge the credit of Kinsco. This Agreement shall be governed by and construed under the laws of the State of Colorado, without regard to any conflicts of law principles to the contrary. The parties consent to exclusive jurisdiction and venue in the federal courts sitting in Weld County, Colorado, unless no federal subject matter jurisdiction exists, in which case the parties consent to the exclusive jurisdiction and venue in the courts of Weld County, Colorado. You agree not to object to this jurisdiction and venue, and hereby waive all defenses of lack of personal jurisdiction and forum non-convenient. Any notice or request hereunder shall be made in writing delivered in person to an authorized officer of the respective party or mailed or transmitted by cable or tele copier, for Kinsco, to the current contact information on our website at www.Kinsco.com, and, for you, to the address Kinsco has on file for you in your most recent approved credit application (unless changed by written notice of a different address). Your rights hereunder are personal to you and the company you represent, and may not be assigned or transferred in whole or in part by you, nor may any benefit hereunder inure to any trustee in bankruptcy, receiver, or successor, whether by operation of law or otherwise, without the prior written consent of Kinsco, and any attempted assignment or transfer without such consent shall constitute a breach hereunder and shall be void. No omission or delay on the part of either party hereto in requiring due and punctual fulfillment of the obligations of the other party shall be deemed to constitute a waiver of any of the rights of the omitting or delaying party unless such rights are waived in the particular instance in a writing delivered to the other party, and no such waiver shall apply to any other instance or obligation. If any provision of this Agreement is held to be invalid or unenforceable to any extent in any context, it shall nevertheless be enforced to the maximum extent allowed by law and the parties' fundamental intentions in that and other contexts, and the remainder of this Agreement shall not be affected thereby.