Terms & Conditions

  1. Exclusive Terms/Entire Agreement. The customer identified on the separately-provided Invoice (each, an “Invoice”; such customer, the “Buyer”) agrees to purchase, and JK Coin Supply, LLC, a Georgia limited liability company (“Seller”), agrees to sell, the product(s) identified in an Invoice (“Products”; such transactions, the “Sales”), and these General Terms and Conditions for the Sale of Products (these “Terms”) will apply to all the Sales between the parties. These Terms and the Invoice will constitute the entire agreement between the parties with respect to the provision of the Products set forth in any Invoice (the “Agreement”). Seller reserves the right to update or change these Terms for future Sales at any time without prior notice. To the extent there are any inconsistencies between these Terms and those terms in the Invoice, the Invoice will control. In entering into the Agreement for the Sales set forth in the Invoice, the parties are not relying upon any statements or representations not contained in the Invoice or in these Terms. Unless Seller has explicitly accepted additional or differing terms in writing, Seller expressly rejects any of Buyer’s terms and conditions in any offer, order acknowledgement, or other document provided to Seller that are in addition to or conflict with the terms and conditions of the Agreement and do not work to Seller’s benefit; and any such additional or conflicting terms or conditions will be of no force or effect with respect to the matters the Agreement covers.

 

  1. Specifications. The specific nature of the Products, the quantity ordered, date(s) of delivery, price and other specifications applicable to the Products being purchased shall be as agreed upon by Seller and Buyer and are collectively referred to herein as the “Specifications”. Such Specifications shall be set forth in the Invoice. Seller shall have no obligation to ensure that any of the Products meet any unique specifications and/or other requirements unless set forth in the Invoice and expressly accepted by Seller.

 

  1. Payment/Price. Buyer shall compensate Seller for the Products provided in accordance with the Agreement. The specific payment terms for the applicable Sales, including the price and timing of payment, will be set forth on the Invoice. If no payment terms are stated in the Invoice, the purchase price shall be due upon receipt. Further, unless stated otherwise in the Invoice, all payments for the Products shall be made by wire, ACH payment, cash, or check in U.S. Dollars. Any Products held as a result of Buyer’s inability or refusal to accept delivery are at the risk and expense of Buyer, including, without limitation, all of Seller’s handling, reshipping, restocking and storage charges. All prices stated in the Invoice are exclusive of any taxes, fees, duties, and levies, however designated or imposed, including but not limited to value-added and withholding taxes that are levied or based upon the amounts paid under the Agreement (collectively, “Taxes”). Any Taxes related to the Products purchased pursuant to the Agreement are the responsibility of Buyer (excluding taxes based on Seller’s net income), unless Buyer presents an exemption certificate acceptable to Seller and the applicable taxing authorities. Any amounts that remain unpaid in accordance with the terms of the Invoice will accrue interest at a rate equal to the lesser of one and a half percent (1.5%) per month and the maximum rate permitted by applicable law, from the applicable due date until paid, plus Seller’s reasonable costs of collection, including, but not limited to, attorney’s fees. Seller reserves all other rights granted to a seller under the Uniform Commercial Code (“UCC”) (or equivalent law in the applicable jurisdiction) for Buyer’s failure to pay for the Products or any other breach by Buyer of the Agreement. In addition to all other remedies available under the Agreement or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the delivery of any Products if Buyer fails to pay any amounts when due and such failure continues for ten (10) days following notice thereof.

 

  1. Retained Security Interest. Buyer hereby grants Seller a security interest in any Products delivered to secure the payment of same until the entire purchase price of the Products has been paid. The rights and remedies of Seller, as a secured party with respect to Products, shall be governed by the UCC, or equivalent state statute(s) where the Products are located. Buyer authorizes Seller to execute and record on behalf of Buyer such financing statements and other instruments as Seller may deem necessary to perfect or protect its security interest in the Products.

 

  1. Shipments and Delivery of Products. The Products will be delivered FOB to the place of delivery (the “Delivery Location”) set forth in the Invoice. Any specified shipment/delivery dates are approximate and are not guaranteed, but Seller will make reasonable efforts to meet the applicable shipment/delivery dates set forth on an Invoice. Title and risk of loss shall pass to Buyer upon Buyer’s pick-up or delivery to the common carrier directed by Buyer. Buyer assumes responsibility for all expenses associated with unloading the Products at the Delivery Location from the transport carrier, unpacking, spotting into position, and making facility connections to the Products as required.

 

  1. Inspection and/or Rejection. Buyer shall test and inspect the Products on delivery and notify Seller of any defect in the Products within five (5) business days of the delivery date. Seller shall have no liability for any defect which should have been apparent on delivery which is not notified by Buyer in accordance with this Section 6.

 

  1. Permits. Buyer represents and warrants to Seller that it has all permits and licenses necessary for the lawful purchase and use of the Products and to make any subsequent resale of the Products.

 

  1. Limited Warranty. Seller warrants that the Products will conform to the Specifications and will not have substantial defects in materials and workmanship, for thirty (30) days from the date of shipment (the “Warranty Period”). If Buyer discovers a defect in the Products during the Warranty Period and notifies one of Seller’s customer service representatives, Seller will, at its sole option, either employ commercially reasonable efforts to repair, correct or provide a workaround for the defect by telephone support, or ship a replacement at no additional charge to Buyer (such warranty, the “Warranty”). Any replacement hardware will be warranted for the remaining duration of the original Warranty Period, or thirty (30) days, whichever is longer. The Warranty does not apply if Seller determines in its sole discretion that the defect has been caused by abuse, negligence, accident, misuse, loss, theft, abnormal wear-and-tear, improper transportation, installation by anyone who is not specifically authorized by Seller, acts of God, such as hurricanes or floods, or servicing (upgrading, expansion, disassembly, repair, or other modification) by anyone who is not specifically authorized by Seller. Seller will make reasonable efforts to provide Buyer with a remedy within a reasonable time of Buyer’s proper filing of a warranty claim. Unless specifically approved with Seller’s prior written consent, only Seller’s personnel are permitted to make any repairs or modifications to the Products during the Warranty Period. Modifications or repairs effected by Buyer without Seller’s prior written approval shall nullify all warranties. The Warranty is not transferable. The Warranty applies only to Products which Buyer purchases directly from Seller. The Warranty does not guarantee uninterrupted use of the Products, and it will not apply where a defect resulted from accident, abuse, misapplication, abnormal usage, including usage of the Products outside of the applicable Specifications. The Warranty does not apply to any used Products sold directly or through consignment or brokering. To return the Products under the Warranty, Buyer must request a Return Merchandise Authorization from a customer service representative according to Seller’s Return Merchandise Authorization Policy (the “RMA Policy”), which is incorporated herein by reference and which Buyer acknowledges having received from Seller. The RMA Policy is located at: https://jkcoinsupply.com/terms-conditions/. EXCEPT AS PROVIDED FOR HEREIN, THE SELLER MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY IN CONNECTION WITH THE PRODUCTS. ALL OTHER WARRANTIES AS TO QUALITY, CONDITION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED. THIS SECTION REPRESENTS OUR SOLE LIABILITY, AND YOUR SOLE AND EXCLUSIVE REMEDY, FOR ANY AND ALL CLAIMS FOR BREACH OF THE WARRANTY.

 

  1. Limitation of Liability. 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, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. Buyer hereby accepts that Seller is not responsible for any damages arising from Buyer’s untrained or unqualified personnel operating the Products.

 

  1. Indemnification. Buyer shall indemnify Seller from and against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Seller arising out of or in connection with any claim, proceedings or allegation: (a) relating to Buyer’s or its end customers’ use of the Products; (b) relating to Buyer’s failure to comply with its obligations under the Agreement; and (c) relating to infringement of intellectual property rights or other rights in or to any Specification supplied by Buyer for use in the manufacturing of the Products.

 

  1. Intellectual Property. All intellectual property rights in the Products (whether owned by Seller or a third party) shall remain vested in Seller (or third-party licensor) and, except as expressly provided otherwise in the Agreement, nothing in the Agreement shall operate to transfer or permit the transfer of or in any intellectual property rights (or any other rights or licenses) in respect of the Products to Buyer.

 

  1. Confidentiality. As used herein, the term “Confidential Information” refers to any (1) technical or design information related to the Products; (2) business or financial information, including, but not limited to, product plans, costs or prices; and (3) any information designated by a party as confidential or proprietary. The parties shall hold in confidence any of the other party’s Confidential Information and will exercise the same degree of care to protect it from disclosure that it uses to protect its own Confidential Information, but no less than a reasonable degree of care. Each party shall only use the other party’s Confidential Information as necessary to perform its obligations hereunder and will return or destroy such Confidential Information at the request of the disclosing party or upon the termination or expiration of the Agreement. Confidential Information does not include information (i) otherwise available from a third party, without any limitations on its use, distribution, or disclosure; (ii) in the public domain; or (iii) known to the receiving party prior to its disclosure, as evidenced by written records. The parties hereby covenant that they shall not disclose Confidential Information to any third party without the prior written consent of the disclosing party.

 

  1. Independent Contractor; Responsibilities of Seller. It is the express intention of the parties that Seller is an independent contractor and not an employee, agent, joint venturer, or partner of Buyer for any purposes whatsoever. None of the provisions of these Terms shall be interpreted or construed as creating or establishing the relationship of employer and employee between Buyer and Seller or any driver, agent, servant, or other employee of Seller.

 

  1. Force Majeure. Seller will not be liable for any delay in or impairment of performance resulting in whole or in part from fires, floods, earthquakes, or other catastrophes; strikes, lockouts or labor disruptions; wars, riots, civil commotion, terrorist acts, or embargo delays; government allocations or priorities; any applicable governmental or judicial law, regulation, order or decree, or any other circumstance or cause beyond Seller’s control in the reasonable conduct of its business, including, but not limited to, epidemics, pandemics (e.g., COVID-19), and/or any other similar natural disasters.

 

  1. Right of Termination. Seller, at any time upon written notice to Buyer, may terminate the Agreement with immediate effect if Buyer: (i) fails to pay any amount when due under the Agreement and such failure continues for ten (10) days following Buyer’s receipt of notice of such nonpayment; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy, receivership, reorganization, or assignment for the benefit of creditors. In such event, Buyer shall remain liable for all amounts then-due to Seller hereunder. Invoices may be cancelled by Buyer only with the written consent of Seller and upon Buyer’s payment for any and all expenses and other losses and damages incurred by Seller a result of such cancellation, including, but not limited to, Seller’s out of pocket costs, overhead, and anticipated profit.

 

  1. Dispute Resolution.

(a) Applicable Law. The laws of the state of Georgia govern the Agreement without reference to its choice of law rules or to the laws of any other jurisdiction.

(b) Exclusive Jurisdiction. With respect to any dispute, claim or controversy arising under, out of, in connection with or relating to the Agreement or the Products, the parties each agree that it will institute any action at law, suit in equity or other judicial proceeding for the enforcement of the Agreement or any provision hereof only in the United States federal or state courts located in or nearest to Zebulon, Pike County, Georgia.

(c) WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND WITH THE ADVICE OF COUNSEL WAIVE ANY RIGHTS THAT EITHER OF THEM MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE PRODUCTS.

(d) Attorneys’ Fees. In the event of any suit, action or proceeding of the nature to which the Agreement refers, the substantially prevailing party will be entitled to its reasonable attorneys’ fees, costs, and expenses incurred in such dispute, including any appeal thereof.

 

  1. Miscellaneous.

(a) Effect of Waiver. Seller’s delay or omission to exercise any right or remedy accruing from Buyer’s breach or default will not impair any such right or remedy or be construed to be a waiver of any such breach or default; nor will any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring.

(b) No Modification. No modification of the Agreement will be binding upon the parties unless it is in writing, refers specifically to the Agreement and the portion(s) of such agreement it is intended to modify, and an authorized representative of both parties has signed it.

(c) No Third-Party Beneficiary. The Agreement will inure only to the benefit of the parties thereto and to no third parties except Seller’s indemnified affiliates, directors, officers, employees and agents, who both parties expressly agree are intended third-party beneficiaries of the Agreement.

(d) Notices. Unless otherwise specified herein, all notices, requests, and other communications required to be provided hereunder shall be in writing, may be sent in any commercially reasonable manner that provides proof of delivery (or refusal to accept delivery) to each of Buyer and Seller at the respective addresses set forth in the Invoice, and will be considered to have been given when received, when delivery is refused, or when the sender can otherwise demonstrate delivery or refusal to accept delivery.

(e) Headings. Any headings are inserted for convenience only and are not intended to affect the meaning or interpretation of these Terms.

(f) Severability. If any provision of the Agreement conflicts with any statute or rule of law of any jurisdiction wherein it may be sought to be enforced, then such provision will be deemed null and void to the extent that it may conflict therewith, but without invalidating the remaining provisions of the Agreement.

(g) Successors and Assigns. The Agreement will be binding upon and inure to the benefit of the parties thereto and their respective successors and assigns. Buyer may not assign or transfer any right or interest in or to the Agreement and/or the transaction to which these terms and conditions relate, to any third party whatsoever without the prior written consent of Seller.

(h) Survival Of Provisions. The following provisions of the Agreement will survive completion of the Sales: Sections 1 (Exclusive Terms/Entire Agreement), 3 (Payment/Price), 8 (Limited Warranty), 9 (Limitation of Liability), 10 (Indemnification), 11 (Intellectual Property), 12 (Confidentiality), 16 (Dispute Resolution), and 17 (Miscellaneous).