Building Terms & Services

KITA FABRICATION LLC

“KF” abbreviation, Kita Fabrication in reference to KITA FABRICATION LLC

Custom Fabrication Standard Terms and Conditions

The following Custom Fabricated Standard Terms and Conditions govern the sale of the custom fabricated goods and any related fabrication services identified in an applicable Custom Fabricated Products Quote, along with any renderings and will be incorporated into an applicable KITA FABRICATION LLC Custom Fabricated Products Agreement . KITA FABRICATION LLC and the customer identified on an applicable Quote (“Customer”), agree to the Terms and Conditions outlined herein. The Custom Fabricated Products and Services outlined in an applicable Quote are provided on a fixed-price basis. By paying an invoice or deposit, you are agreeing to these outlined terms and conditions:

Payment Terms: Unless otherwise stated in the applicable Quote, the price for Custom Fabricated Products and Services will be invoiced as a fixed price. Shipping, and any on-site third-party services will be billed separately at cost. Fifty percent (50%) of the price for purchased Custom Fabricated Products and Services is due upon signing of the applicable Quote and is non-refundable unless agreed upon before the start of services. The remaining balance is due upon completion of the Custom Fabricated Products and Services. All invoices are payable net ten (10) days from the date of invoice. Invoiced amounts not paid within ten (10) days of the due date, KITA FABRICATION LLC may (a) charge interest on unpaid amounts at a rate of 21% per month(cc rates), and (b) suspend performance for delivery of all Custom Fabricated Products and Services until payment has been made in full.
Price: Prices for the Custom Fabricated Products and Services are valid for a period of thirty (30) days from quotation unless otherwise stated in the applicable Quote. All prices are based on the cost of materials, equipment, labor and subcontracted Services as of the date of quotation and subject to any assumptions, specifications, volumes or exclusions listed in the Quote. KITA FABRICATION LLC may adjust pricing at any time based upon unanticipated increases in the cost of equipment, material, labor or subcontracted Services as of the date of fabrication or installation.
Taxes: Customer is responsible for all sales, use, value added and any other taxes applicable to the Custom Fabricated Products and Services. KITA FABRICATION LLC will invoice all taxes due by the customer.
Schedule: Customer understands and accepts that KF’S performance may be subject to circumstances beyond KF’s control, including, without limitation, the availability, production and delivery of Custom Fabricated Products, components and materials by any third party. KITA FABRICATION LLC shall use commercially reasonable efforts to meet all performance dates, provided, however, any installation, delivery or other performance dates in a Quote or proposal are non-binding estimates only. KITA FABRICATION LLC is not obligated to incur premium, overtime or extra costs to meet any specified performance dates without additional payment from Customer for such charges.
Change Orders: Customer may make changes within the scope of the Quote with reasonable written notice to KITA FABRICATION LLC. All notices of changes must be made in writing (email constitutes sufficient written notice if provided to and confirmed in writing by the KF’S point of contact for the project listed in the Quote). If a change notice from Customer will result in either an increase or decrease in KF’s cost or time required for performance of any of the Custom Fabricated Products or Services, KF will provide the Customer with such revised pricing and schedule and upon approval from the Customer (including email meeting the requirements above), the prices and delivery and installation schedules will be adjusted to appropriately reflect such change. A follow-up change order will be provided by KITA FABRICATION LLC to Customer reflecting all agreed upon changes and costs associated with the applicable changes. Any increase in price due to such change will either be invoiced upon Customer’s agreement to the price change and due upon receipt or added to the final invoice for the work, at KF’S discretion. Any change resulting in a material reduction in the scope of work will be treated as a cancellation. No changes can be made by Customer on an agreed upon Quote less than fourteen (14) days prior to shipping of the applicable Custom Fabricated Products, without prior written approval by KITA FABRICATION LLC. Parties remain in good faith throughout project building.
Cancellation: Cancellation of an Order by Customer will be subject to a cancellation charge calculated as follows: 50% of the order price for any cancellation after signing of the Order but more than four (4) weeks prior to the estimated ship date; 75% of the order price for any cancellation between four (4) weeks and two (2) weeks of the estimated ship date: and 100% of the order price for any cancellation made less than two (2) weeks prior to the estimated ship date. All cancellation charges will be invoiced immediately upon cancellation and due upon receipt of invoice.
Use of Third Party Subcontractors: It is expressly understood and agreed that, while KITA FABRICATION LLC shall at all times exercise supervision over all aspects of the development and creation of the Custom Fabricated Products, KF may contract with third parties to complete ancillary aspects of the Services, in KF’s sole discretion.
Warranty: KITA FABRICATION LLC warrants to Customer, subject to the terms hereof, that the Custom Fabricated Products provided by KF will be free from material defects under normal use and service for a period of ninety (90) days from the date of delivery to Customer. This warranty applies only to materials originally produced or fabricated by KF and does not apply to any third-party materials, for which KF makes no warranty or representation. Customer gives written notice of the defective Custom Fabricated Products, reasonably described, to KF within thirty (30) days of the time when Customer discovers or ought to have discovered that the Custom Fabricated Products were defective. Subject to this Section, KITA FABRICATION LLC shall, in its sole discretion, either: (i) repair or replace such Custom Fabricated Products; or (ii) credit or refund the price of such Custom Fabricated Products. THE REMEDIES SET FORTH IN THIS SECTION SHALL BE THE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AND KF’S ENTIRE LIABILITY FOR ANY BREACH OF THE WARRANTY SET FORTH IN THIS SECTION.

The warranty does not apply to any negligent, reckless, or intentional alteration, misapplication, misuse or abuse by any person or entity. The warranty does not apply to damage or wear and tear resulting from normal use and service, including damage caused by transportation, packing or handling of Custom Fabricated Products. Shipping Insurance will be purchased for all crates and deliveries.
Disclaimer of Warranties: EXCEPT FOR THE WARRANTY SET FORTH ABOVE, KITA FABRICATION LLC MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE CUSTOM FABRICIATION PRODUCTS, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. WITH RESPECT TO THE CUSTOM FABRICIATION PRODUCTS, ANY WARRANTY, REPRESENTATION OR COVENANT OR INDEMNIFICATION OBLIGATION IN ANY AGREEMENT BETWEEN CUSTOMER AND KF REGARDING INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF ANY KIND IS EXPRESSLY WAIVED AND NULL AND VOID.
Limitation of Liability: KITA FABRICATION LLC WILL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOST PROFITS, LABOR COSTS, MATERIAL COSTS, OR PENALTIES ARISING FROM THE SALE, USE OR INSTALLATION OF THE CUSTOM FABRICIATION PRODUCTS, FROM ANY BREACH OF THIS CONTRACT OR WARRANTY (EXPRESSED OR IMPLIED) OR OTHERWISE BASED ON CONTRACT, AND REGARDLESS OF ANY ADVICE OR REPRESENTATIONS THAT MAY HAVE BEEN RENDERED BY KITA FABRICATION LLC CONCERNING THE SALE, USE OR INSTALLATION OF THE CUSTOM FABRICIATION PRODUCTS. IN ADDITION, IN NO EVENT KITA FABRICATION LLC BE LIABLE IN CONNECTION WITH THE CUSTOM FABRICIATION PRODUCTS OR SERVICES SUBJECT TO THESE TERMS IN AN AMOUNT THAT EXCEEDS THE PAYMENTS KF HAS RECEIVED FOR THE CUSTOM FABRICIATION PRODUCTS SOLD AND SERVICES PERFORMED PURSUANT TO THESE TERMS AND CONDITIONS.
Right to Reference Work: KITA FABRICATION LLC will be entitled to reference name and logo of Customer and the Services provided by KITA FABRICATION LLC to Customer under an applicable Quote for KF’S promotional purposes, including reference on KF’s web site and promotional materials. Such reference will not include any proprietary information regarding any Services provided by KF to Customer or any information subject to written confidentiality restrictions between KF and Customer.
Force Majeure: KITA FABRICATION LLC shall not be liable for loss, damage or delays resulting from causes beyond its reasonable control or caused by strikes or labor difficulties, lockouts, acts or omissions of any governmental authority or of Customer, insurrection, riot, war, fires, floods, acts of God, weather, breakdown of essential machinery, accidents, embargos, cargo or material shortages, delays in transportation, or inability to obtain labor, materials or parts from usual sources. In the event of any such delay, performance shall be postponed by such length of time as may be reasonably necessary to compensate for the delay. In the event performance by KF cannot be accomplished by KF due to any action of governmental agencies, or any laws, rules or regulations or the United States government, KF may, at its option, cancel these Terms without liability.
Delay: If KITA FABRICATION’s performance of any obligation, schedule, milestone or specification in connection with the Custom Fabricated Products is prevented or delayed by an act or omission of Customer or its agents, subcontractors, consultants or employees, including delay or failure to provide approvals, materials or inputs where required or requested, KF shall not be deemed in breach of its obligations under these terms or any other agreement or otherwise liable for any costs, charges or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.
Governing Law/Venue: Any Agreements entered between KITA FABRICATION LLC and Customer shall be governed by, construed and interpreted in accordance with the internal laws of the State of Tennessee, without regard to its choice of law provisions. The jurisdiction and venue of all matters relating to an applicable Agreement shall be vested exclusively in the Federal, state and local courts within the State of Tennessee.