Purchase Order Terms & Conditions

1. Acceptance of Purchase Orders

All Purchase Orders (“POs”) submitted by the buyer to KUB Planet (“the Company”) are subject to acceptance by the Company. No PO shall be binding on the Company unless confirmed in writing. By placing an order, the buyer agrees to be bound by these Terms & Conditions, which constitute the entire agreement for the sale of products. The Company reserves the right to refuse or cancel any order if there are issues with payment authorization, order inaccuracies, product unavailability, or any other reason deemed necessary. If a product is unavailable, the Company will notify the buyer promptly to offer a solution or cancel the order. Cancellations will result in a refund for any pre-paid amounts related to the canceled items. Any additional or conflicting terms proposed by the buyer are expressly rejected unless specifically agreed upon in writing by the Company.

 

2. Pricing and Payment Terms

Prices are as quoted by the Company and are valid for the term specified in the quote or, if not specified, for thirty (30) days from the date of the quote. Unless otherwise agreed in writing, payment terms are as follows:

  • Payment: All invoices are due net thirty (30) days from the invoice date unless other terms have been agreed in writing. Payments must be made in US dollars by wire transfer, credit card, or another approved method.

  • Late Payments: Any amounts not paid when due shall accrue interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is less, until paid in full.

  • Credit Approval: All shipments are subject to the Company’s credit approval. The Company reserves the right to require payment in advance or other satisfactory security if deemed necessary.

3. Minimum Order Quantities (MOQs)

The Company may impose minimum order quantity requirements depending on the product, shipping method, or destination. MOQs will be communicated at the time of order placement. Orders below the MOQ may be subject to additional fees.

 

4. Shipping Terms

  • Delivery Method: Most orders will be delivered domestically by road from the Company’s warehouse, with shipping rates calculated based on the Purchase Order (PO) and in accordance with the Company's special shipping terms. Rates and delivery methods may vary depending on order size.

  • Domestic Shipping Costs: Shipping costs for domestic orders will be specified in the PO and included in the total invoice. The buyer is responsible for all shipping charges unless otherwise agreed in writing.

  • International Shipping Terms (FOB/EXW): For large orders from major retailers or international deliveries, shipping terms will default to FOB (Free on Board) or EXW (Ex Works) at the Company’s designated location, unless otherwise negotiated and confirmed in writing. In these cases, specific shipping terms, including shipping, insurance, customs duties, taxes, and other charges, will be determined and agreed upon separately.

  • Delivery Dates: Delivery dates provided by the Company are estimates only. The Company shall not be liable for delays in delivery due to causes beyond its reasonable control.

  • Customs and Duties for International Orders: For international orders, the buyer is responsible for compliance with all applicable import and export laws and regulations. The buyer shall pay all customs duties, import fees, and other related charges unless specified otherwise in the negotiated shipping terms for the specific PO.

5. Title and Risk of Loss

Title to the products and risk of loss shall pass to the buyer upon the Company’s delivery of the products to the carrier at the Company’s designated location, subject to the agreed Incoterms specified on the PO. The Company retains full ownership of the goods until payment has been received in full. If the buyer fails to complete payment within thirty (30) days of the due date, the Company may retain, resell, or otherwise dispose of the goods at its sole discretion without any obligation to compensate the buyer. This includes any prior payments made by the buyer, which will not be refunded or returned if the buyer fails to fulfill the payment obligations in full.

6. Inspection and Acceptance

The buyer must inspect all products upon receipt. Any claims for shortages, damages, or discrepancies must be made in writing within five (5) business days of delivery. Failure to provide such notice constitutes acceptance of the products as delivered.

7. Returns and Exchanges

  • Return Policy: The buyer must obtain prior written authorization from the Company for all product returns. Unauthorized returns will not be accepted. The buyer is responsible for return shipping costs unless the return is due to a product defect or error by the Company.

  • Restocking Fees: Returns may be subject to a restocking fee, depending on the reason for the return and the condition of the returned goods. Non-defective returns may incur a fee of up to 15% of the product’s purchase price.

  • Defective Products: If a product is found to be defective within thirty (30) days of delivery, the buyer may request a replacement or refund, subject to inspection and verification by the Company.

8. Warranty

The Company warrants that all products will be free from material defects in materials and workmanship for a period of ninety (90) days from the delivery date. The Company’s sole obligation under this warranty is to repair or replace, at its discretion, any product found to be defective. This warranty is void if the product has been altered, misused, or damaged after delivery.

9. Limitation of Liability

 To the maximum extent permitted by applicable law, in no event shall the Company be liable for any indirect, special, incidental, or consequential damages arising out of or related to the sale, use, or inability to use the products, including without limitation, lost profits, even if the Company has been advised of the possibility of such damages. The Company’s total liability to the buyer for any claim, whether in contract, tort, or otherwise, shall not exceed the purchase price paid for the products giving rise to the claim.

10. Indemnification 

The buyer agrees to indemnify, defend, and hold harmless the Company, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of or in connection with the buyer’s use, resale, or distribution of the products, except to the extent caused by the Company’s gross negligence or willful misconduct.

11. Force Majeure 

Neither party shall be liable for any delay or failure in performance due to causes beyond its reasonable control, including acts of God, acts of government, war, natural disasters, strikes, labor disputes, pandemics, transportation delays, or any other event that renders performance commercially impracticable. The affected party shall promptly notify the other party of the nature and expected duration of the delay. If the delay persists for more than ninety (90) days, either party may terminate the order upon written notice to the other party.

12. Confidentiality 

All non-public, proprietary information provided by the Company to the buyer, including but not limited to pricing, product specifications, and marketing materials, shall be treated as confidential and shall not be disclosed or used for any purpose other than fulfilling the buyer’s obligations under the PO. This obligation shall survive the completion or termination of the PO for a period of five (5) years.

13. Compliance with Laws

The buyer agrees to comply with all applicable local, state, federal, and international laws, regulations, and ordinances in relation to the purchase, resale, and distribution of the Company’s products. The buyer shall not export, re-export, or transfer any products in violation of applicable export control laws and shall obtain all required licenses or approvals.

14. Intellectual Property

The Company retains all rights to its trademarks, trade names, logos, and other branding materials. The buyer shall not use any of the Company’s intellectual property except as necessary for the resale of the Company’s products and only with prior written consent. Any unauthorized use is strictly prohibited.

15. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflicts of law principles. Any dispute arising out of or related to this Agreement shall be resolved exclusively in the state or federal courts located in California. The parties consent to the personal jurisdiction of these courts and waive any objection to venue.

16. Assignment

The buyer shall not assign or transfer any rights or obligations under this Agreement without the prior written consent of the Company. Any attempted assignment in violation of this clause shall be null and void. The Company may assign or transfer any rights and obligations under this Agreement without consent.

17. Entire Agreement

These Terms & Conditions, along with any written PO confirmations, constitute the entire agreement between the parties with respect to the purchase and sale of products and supersede any prior or contemporaneous agreements or understandings, whether written or oral. No modification or amendment shall be binding unless in writing and signed by both parties.

18. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties agree to negotiate in good faith to replace the invalid provision with a valid provision that best achieves the original intent.

19. Waiver

No waiver of any provision or breach of this Agreement shall be deemed a waiver of any other provision or breach, nor shall it be deemed a continuing waiver. Any waiver must be in writing and signed by the party granting the waiver.

20. Survival

The obligations under Sections 8 (Warranty), 9 (Limitation of Liability), 10 (Indemnification), 12 (Confidentiality), 14 (Intellectual Property), and 15 (Governing Law and Dispute Resolution) shall survive the termination or expiration of any PO.