General Terms and Conditions
UNIVERSAL TERMS AND CONDITIONS
LAST UPDATED: MAY 1, 2024
This Universal Acceptable Use Policy contains general terms and conditions (the “Terms”) that govern your use of our products (e.g., crushing, screening, conveying, washing, servicing, replacement parts, etc.) and services (e.g. the website www.KimballEquipment.com), and content we or consumers post on our social media channels, etc. (collectively, the “Goods”).
Kimball Equipment Company (“Kimball”), founded in 1946, is a leading supplier of new and used aggregate equipment from Terex MPS, Cedarapids, Finlay, Simplicity, Powerscreen, Superior, and other popular brands. Kimball has thirteen locations across California, Nevada, Utah, Arizona, Idaho, Washington, and Oregon, and internationally.
Given the geographic size of our offerings, the dynamic nature of our industry, and to help you experience the full quality and value of our Goods, the following Terms apply. By engaging with our website, employees, services, offerings, products, parts, or equipment, or in any way using our Goods (each activity being “Use”) you acknowledge, covenant, and agree to be bound by the then applicable, future-version of these Terms, that may be modified from time to time by Kimball, even after you stop Using our Goods.
To meet the dynamic regulatory landscape that may or may not affect any of the Goods, and protect us and you, you agree and we reserve the right to modify these Terms at any time, effective upon posting of the modified Terms to the following URL: (www.KimballEquipment.com). In any event, we may revise or modify these Terms, any offering of Goods, or any content on any of our Goods, at any time without notice, but we will notify you of the change on the Terms by adjusting the date referenced above. Again, by Using any one of the Goods, you are agreeing to be bound by the then applicable, future-version of these Terms, including at the time you may bring a claim against us or raise a dispute between us. These Terms also govern your use of our social media channels, including but not limited to Discord, Facebook, Twitter, LinkedIn, and Instagram, etc. All visitors to one of the Goods, including those seeking or receiving experiences on one of the Goods, regardless of whether such users are transacting business, by using the Goods agree to follow these Terms. These Terms govern and control over all agreements entered between us and anyone else and are incorporated by reference into any contract signed between us and you or operated under between us and you as a user, a vendor, a brand, or a customer. Therefore, the Terms also govern all use of, entry to, or receipt of services or goods from us and by Using any of one of the Goods you agree the Terms are incorporated into each agreement you enter with us as if set forth fully therein and that it may be modified from time to time by us. You agree that the future-version of the Terms will apply in the event of a claim, loss, dispute, event, damage, or injury (a “Claim”). In the event of conflict between these Terms and any related agreement between you and us, these Terms govern and control, unless and only if such mutually executed subsequent agreement expressly identifies these Terms, and explicitly includes the following phrase as a separate section in the agreement: “General Terms Overridden. Both parties agree a Section of the Terms are replaced herewith as follows:”, and only then when such agreement identifies which sections of these Terms are to be replaced.
If you do not accept or wish to agree to these Terms, you should not Use the Goods. Accordingly, you acknowledge, covenant, and agree that by Using any of our Goods, you are bound by the foregoing and following Terms:
1. Accounts/Data Ownership.
WE DO NOT HANDLE ANY OF YOUR OR YOUR PERSONAL OR CONFIDENTIAL INFORMATION. IF WE DO END UP MANAGING A KIMBALL SYSTEM OR PLATFORM (A “NETWORK”) ANY USERNAME YOU SELECT FOR USE ON A NETWORK WILL BE ASSOCIATED WITH A TELEPHONE NUMBER OF AND/OR EMAIL ADDRESS OF YOUR CHOOSING AND WE WILL CONSIDER THIS INFORMATION PUBLIC AND DEEM IT “PUBLICLY AVAILABLE INFORMATION” THAT CAN BE SHARED WITH OTHERS IN THE ECOSYSTEM TO ENHANCE THE NETWORK. IF YOU CHOOSE TO USE A THIRD-PARTY LOGIN (E.G. APPLE, GOOGLE OR OTHER LOGIN), WE WILL NOT HAVE ANY INFORMATION ABOUT YOU EXCEPT FOR THE NUMBER OR EMAIL YOU SHARE WITH US WHICH WE WILL VIEW AS PUBLICLY AVAILABLE INFORMATION. IF YOU WISH THIS INFORMATION TO REMAIN PRIVATE OR PROTECTED DO NOT SHARE IT WITH US. WE DO NOT COLLECT ADDRESSES, NAMES, OR ANY OTHER PERSONALLY IDENTIFIABLE INFORMATION. WE DO NOT PROVIDE SERVICES TO END CONSUMERS, BUT RATHER ARE A WHOLESALE EQUIPMENT, PARTS AND SERVICE SUPPLIER. EVEN IF YOU ORDER DIRECTLY FROM US, ALL PAYMENT INFORMATION WILL BE HANDLED BY A THIRD-PARTY PLATFORM WHO WILL PROCCESS YOUR DATA OUTSIDE OUR VISIBILITY OR CONTROL (E.G. STRIPE, SQUARE, ETC.). IF YOU DO NOT WANT AN EMAIL OR TELEPHONE NUMBER INFORMATION SHARED IN A NETWORK, THEN DO NOT USE THAT NETWORK. IF YOU WISH YOUR TELEPHONE NUMBER OR EMAIL TO REMAIN PRIVATE OR CONFIDENTIAL, OR DO NOT WANT THAT INFORMATION TO BE TREATED AS PUBLICLY AVAILABLE INFORMATION ABOUT YOU IN THE NETWORK, DO NOT GIVE IT TO US AND DO NOT USE THE NETWORK. AGAIN, WE RESERVE THE RIGHT TO SHARE ALL PUBLICLY AVAILABLE INFORMATION WITH OTHERS WITHIN THE NETWORKS. IF YOU GIVE US YOUR EMAIL OR YOUR TELEPHONE NUMBER, YOU ACKNOWLEDGE AND AGREE THAT ITS PUBLICLY AVAILABLE DATA, NOT PERSONALLY IDENTIFIABLE INFORMATION, AND NOT PROTECTED BY ANY REGULATIONS, LAWS, RULES, OR DUTIES OF CONFIDENTIALITY OR PRIVACY. YOU EXPRESSLY AGREE TO WAIVE ANY CONSUMER OR PRIVACY RIGHTS OR PROTECTIONS FOR THIS PUBLICLY AVAILABLE INFORMATION AND ACKNOWLEDGE AND AGREE THAT WE HAVE NO WAY OF ASSOCIATING THAT PUBLICLY AVAILABLE INFORMATION WITH YOU UNLESS YOU EXPRESSLY CHOOSE TO HAVE IT ASSOCIATED WITH YOU. IF YOU CONSIDER YOUR CURRENT EMAIL OR TELEPHONE NUMBER PRIVATE, THEN CREATE AND PROVIDE A NEW NUMBER OR EMAIL TO BECOME A MEMBER OF A NETWORK. BY USING THE NETWORK, YOU EXPRESSLY REPRESENT THAT YOU WISH THE NUMBER OR EMAIL YOU PROVIDE TO BECOME PUBLICLY AVAILABLE INFORMATION AND DO NOT WISH THAT EMAIL OR PHONE NUMBER TO REMAIN PRIVATE BUT RATHER WANT IT TO BE PUBLICLY AVAIABLE, SEARCHABLE BY US, OTHER USERS, PARTNERS, VENDORS, AND THE BRAND ASSOCIATED WITH THE NETWORK.
2. Loans/Financing.
Kimball specifically reserves the right to collect any and all outstanding amounts owed by the Customer under this Agreement, and related financing, loan, or purchase or sale agreements and the parties agree these terms are incorporated into each of and govern and control the same. Interest on unpaid amounts will accrue at the greater of the rate specified in the applicable agreement or but no less than eight percent (8%) monthly interest charge and a five (5%) penalty fee, and if no rate is specified, at the highest rate allowable by law.
In the event of non-payment, Kimball may initiate collections efforts, which may include, but are not limited to, the recovery of equipment and/or repossession of any equipment, materials, or products purchased by the Customer. Kimball also reserves the right to pursue any and all legal remedies available to recover outstanding amounts, including filing a lawsuit. You agree to sign a confession of judgment, prepared with the assistance of Kimball accounting, identifying the amounts owed under your relevant contracts, so that we can expedite collections and retrieval of Kimball equipment and materials.
The Customer shall be responsible for all costs and fees associated with collections efforts, including, but not limited to, attorneys' fees, court costs, and any other expenses incurred by Kimball in connection with the collection of overdue amounts.
Kimball’s rights under this provision are cumulative and in addition to any other rights or remedies available under applicable law or the terms of this Agreement. Customer also agrees that Kimball may obtain a temporary restraining order and preliminary injunction without bond, to retrieve any collateral to the agreements, and Customer agrees to stipulate to or sign a writ of replevin, or equivalent documentation necessary to facilitate Kimball’s rights of retrieval and collection of all related equipment, materials, software and other goods or related services.
3. Collections.
Kimball may collaborate with third-party lending companies and financial services providers to offer loans and financing options to potential customers. Each credit application will be reviewed according to standard industry creditworthiness criteria, which may include but are not limited to, credit history, income, and other financial factors.
Please be aware that additional terms and conditions may apply to any financing or loan agreements. These terms will be provided to you by the third-party lender and may include specific repayment schedules, interest rates, and other financial obligations.
Furthermore, any information provided by you to these third-party lenders or financial services providers may be governed by their respective privacy policies, terms and conditions, and any applicable state or federal regulations. Kimball does not control and is not responsible for the privacy practices or the content of these third-party policies. We encourage you to review these policies carefully before submitting your application.
By proceeding with a financing or loan application, you acknowledge and agree to these terms and the involvement of third-party services in the provision of financial assistance.
4. Payment Processing.
You agree to use Kimball’s authorized payment methods and/or payment portal, as directed by us from time to time. If wiring funds, you agree to confirm the wire instructions. You agree you are responsible for any and all payment obligations until received by Kimball. Such portal is controlled by a third party, and may contain additional terms and conditions, and may either receive payment via wire, or other method. You agree to be responsible for convenience, credit card, administrative, handling, or other third-party processing fees. In no event will the terms and conditions of your payment portal, platform, bank, financer, or provider, be imposed on us, as the terms herein govern and control. We may accommodate requests to use a third-party payment system or payment facilitation software provided that the requesting party agrees to be responsible for any fees or charges imposed by such third-party payment system or payment facilitation software (a “Payment Portal”). Our accommodation of a Payment Portal, use of or affixing of a signature to any such Payment Portal, or other terms and conditions introduced by you or a vendor related to a vendor’s, or your third party’s software, statement of work, invoice, purchase order, Payment Portal, or similar instrument, does not constitute an agreement or modify the existing agreement with us; moreover such terms cannot be incorporated by reference.
5. Payment Card Data.
When purchasing Goods, we may allow you to pay with a credit card or other form of electronic currency, and you agree to pay for all related processing fees, surcharges, or any other fees that would impact or reduce the payment to Kimball of the amounts you owe. All such payments will be handled by a third-party payment platform of our choosing which may change from time to time. Except as set forth in written agreements, we will not have visibility to or access the payee’s name, telephone number, address, or electronic payment card information. Please note if you do purchase something from us, it has no redeemable cash value. Therefore, except for refunds which may be permitted from time to time, you cannot exchange something you buy from us back into cash or another form of currency, and they have no redeemable value outside one of the Goods.
6. Brands.
Some of our Goods may be developed by other manufacturers or providers (each a “Brand”). If you buy any service from us for use on a Goods because of a Brand, you acknowledge that we do not control the quality or purpose of the Brand or their actions and that we are not a joint-venture or partner with them, but rather that we are merely a reseller of used or new versions of the Brand’s equipment or products. The intellectual property of each Brand remains their respective property.
7. Our Intellectual Property.
We are regularly seeking to improve the Goods. Our Goods, and any improvements, innovations, adaptations, or other forms of enhancement (collectively, “Improvements”) to our Goods remain our intellectual property, and you likewise agree not to use our Goods, or our designs, trademarks, services marks, name, likeness, image, trade secrets, or the registered or unregistered names of our products or services (each a form of “IP”), or those of the Brands with which we do business without a separate license agreement that grants you a non-exclusive, revocable license, to use the same. If we discover that you are using any unauthorized IP or the IP of a third party without permission, we reserve the right to take immediate action and you agree to remove the IP from the Goods, immediately following written notice from us. Likewise, any Goods that contain patents, patentable, or patent pending components, elements, utility, or designs, implemented by us or
8. Limitation of Liability.
YOU COVENANT AND AGREE THAT WE HAVE NO LIABILITY AND ARE NOT RESPONSIBLE FOR THE ACTIONS OR INACTIONS OF ANY THIRD-PARTY. ADDITIONALLY, LIKE ANY ORGANIZATION, WE ARE MADE UP OF HUMANS. WHILE WE WILL TAKE MEASURES TO PROTECT AGAINST HUMAN ERROR, AS GOES THE SAYING, “TO ERROR IS HUMAN AND TO FORGIVE IS DIVINE”. AS SUCH, YOU SIMILARLY ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR THE UNAUTHORIZED, ABERRANT, OR IMPROPER ACTIONS OF OUR EMPLOYEES THAT VIOLATE OUR RULES, CODES, POLICIES, OR DIRECTIONS. WE ARE NOT LIABLE TO YOU OR YOUR CUSTOMERS OR ANY THIRD PARTY OR OTHERWISE, FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING LOST REVENUE, LOST PROFITS, DAMAGE TO EQUIPMENT, LOSS OF TECHNOLOGY, LOSS OF DATA, NON-DELIVERIES, OR IN ANY WAY RELATED TO THE NETWORK, SERVICES OR ANY ASPECT OF YOUR EXPERIENCE OR BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. IN NO EVENT WILL ANY AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT UNDER ANY THEORY OF LIABILITY EXCEED THE AMOUNT PAID BY YOU DIRECTLY TO US FOR THE GOODS FOR THE GOODS WHICH YOU CLAIM CAUSED INJURY OR DID NOT MEET YOUR EXPECTATIONS. THESE LIMITATIONS SHALL APPLY DESPITE THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY. THE PROVISIONS OF THIS SECTION SHALL NOT APPLY TO INDEMNITY OBLIGATIONS OR BE INTERPRETED TO REDUCE COMPENSATION WHICH IS OTHERWISE DUE TO US.
9. Indemnification.
YOU ALSO COVENANT AND AGREE TO DEFEND, INDEMNIFY AND HOLD US HARMLESS, INCLUDING OUR DIRECTORS, OFFICERS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, AFFILIATES AND CUSTOMERS (COLLECTIVELY WITH US, THE “COVERED ENTITIES”) FOR, FROM AND AGAINST ANY AND ALL COSTS, EXPENSES, DAMAGES, LOSSES AND/OR LIABILITIES (INCLUDING ATTORNEY FEES) (COLLECTIVELY, “COSTS”) ARISING FROM OR RELATED TO CLAIMS MADE BY OR AGAINST ANY OF THE COVERED ENTITIES ALLEGING YOUR: (I) INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHTS; (II) DAMAGE CAUSED BY OR RELATED TO YOUR ACTS OR OMISSIONS, INCLUDING ANY VIOLATION OF OUR OR ANY BRAND’S TERMS (INCLUDING GENERAL TERMS); (III) ANY DAMAGE, INTERFERENCE, OR DESTRUCTION YOU OR SOMEONE YOU HAVE A RELATIONSHIP WITH CAUSES TO THE NETWORK OR TO ANOTHER USER FROM YOUR ACTS OR OMISSIONS; (IV) ANY DAMAGE OR PERSONAL INJURY TO YOU ARISING OUT OF YOUR ACTIVITIES ON A NETWORK; (V) ANY DAMAGE ARISING FROM OR RELATED TO THE YOUR SYSTEMS OR EQUIPMENT; OR (VI) ANY WARRANTIES PROVIDED BY OR THROUGH YOU TO ANY THIRD PARTIES REGARDING THE NETWORKS (COLLECTIVELY, THE “COVERED CLAIMS”). IN THE EVENT OF A COVERED CLAIM, THE COVERED ENTITY MAY SELECT ITS OWN COUNSEL TO PARTICIPATE IN THE DEFENSE OF SUCH CLAIM. YOU WILL NOT SETTLE A COVERED CLAIM IN A MANNER THAT IMPOSES LIABILITY OR OBLIGATION UPON A COVERED ENTITY.
10. All Purchases Final/No Refunds/ No Cash Value.
If you elect to purchase a product or a service on a Goods, we do not provide any warranties beyond passing through applicable manufacturer warranties All sales are final, and not refundable.
11. Limited Use and Compliance.
You agree to use the Goods only for lawful purposes and to comply with any and all applicable applicable local, state, and federal laws, statutes, rules, and regulations, and that you are responsible for all permits, and regulatory obligations on you for Use of our Goods. We reserve the right to take immediate action for any violation of these Terms and Conditions which may include revoking the limited, revocable license.
12. Social Media Policy.
If we choose to communicate through available social media channels, including but not limited to X, LinkedIn, Facebook, Snapchat and Instagram, etc., each of these platforms has its own usage and privacy policies. We reserve the right to remove content that is illegal, unlawful, violates the rights of others, contains abusive, vulgar, pornographic, obscene, racist or harassment charged comments, or is inconsistent with our overall culture or purpose. We will also remove content containing personal attacks and suspend any users from the Goods that violate these Terms. We also maintain the right for the removal of any posted content done by You featuring our Goods or Brand for any reason, and you agree to remove such posts within 24 hours notice of a post or message that violates our branding and marketing policies and protocols. All posted content may be subject to review by us or one of our agents. Our moderating of comments will typically occur during normal business hours but may not occur until we are apprised.
13. Covenant of Non-Solicitation and Non-Interference.
YOU COVENANT AND AGREE that during your relationship with us as a customer, employee or vendor, including your use or knowledge of the Goods, and for three (3) years thereafter, you will not, directly or indirectly, solicit, recruit, hire, engage, or attempt to induce any of our directors, officers, managers, members, employees, contractors, agents, or affiliates (“Personnel”) to leave Kimball, nor will you interfere with, disrupt, or impair our relationships with any Personnel, customers, agents, representatives, contractors, or suppliers. If you are or were a Kimball employee, contractor, or agent, you further agree not to solicit, recruit, hire, induce, or otherwise attempt to engage our Personnel yourself, and not to use confidential information or relationships gained during your association with Kimball to assist any third party in doing so. You covenant and agree that violation or breach of this covenant of non-solicitation and non-interference is a breach of this agreement, and constitutes tortious interference with our economic interests and relationships with remedies under equity and law.
This restriction does not apply to general public solicitations (such as job postings) that are not targeted at our Personnel, provided they are not used as a cover or subterfuge to circumvent this section. YOU ACKNOWLEDGE that this restriction is reasonable in scope and duration, does not prevent you from conducting your business or earning a living, and is necessary to protect our legitimate business interests, including our trade secrets, confidential information, goodwill, and investment in recruiting and training Personnel. A violation of this section would cause irreparable harm to us for which monetary damages are inadequate, and we may seek injunctive relief, termination of any agreement with you, and recovery of damages including recruiting and training costs. The restrictions in this section apply only to the extent permissible under applicable law; if any portion is unenforceable, it shall be reformed or severed to the maximum extent allowed, with the remainder remaining in full force. This section shall survive the termination of your use of the Goods or any agreement incorporating these Terms.
You likewise agree that we can obtain an injunction against you, and any entity facilitating the solicitation or interference, without bond, from any court of competent jurisdiction, including the federal courts of Nevada. We may obtain a preliminary injunction may be granted to enjoin any ongoing relationship with the Personnel and the person or entity causing or facilitating the interference or solicitation, and requiring that the Personnel return all Kimball equipment, information, accounts, devices, files, or any other form of data that was taken by the Personnel. You likewise covenant and agree that we will be entitled to attorneys' fees and costs incurred for such interference or solicitation, and/or breach of this section.
This obligation survives for three (3) years following termination of our relationship with you or your cessation of use of our Goods, whichever is longer. Your retention of our confidential information continues this obligation until the confidential information is returned.
14. Intellectual Property.
You acknowledge that we, or our licensors, own and hold all intellectual property and proprietary rights, title, and interest in the Goods and that your use of the same does not transfer any rights to you. Unauthorized use of Content may violate applicable copyright, intellectual property, and other laws (some of which provide criminal remedies). You may not sell or modify the Content or reproduce, display, distribute, share, transfer, copy, or create derivative works from any Content on the Goods. Unless otherwise indicated by us, all intellectual property rights and any content provided in connection with the Goods, are the property of Brands or our licensors or suppliers and are protected by applicable intellectual property laws. We do not give any implied license for the use of the contents of the Goods or the Brand’s websites or platforms. You may not sell or modify materials derived or created from the Goods or reproduce, display, publicly perform, distribute, or otherwise use the materials in any way for any public or commercial purpose. Your use of such materials on any other website or on a file-sharing or similar service for any purpose is strictly prohibited. You may not copy any material or content derived or created from the Goods without our or the applicable Brand’s express, written permission. Any rights not expressly granted herein to use the materials contained on or through the Site or the Services are reserved by us or the applicable Brand in full.
15. Marketing and Advertising.
Any Marketing and Advertising of our Goods and Brand done by You is subject to Our review and scrutiny. You agree not to sell, resell, or wholesale the Goods to anyone but an end consumer. We reserve the right to remove content that is illegal, unlawful, violates the rights of others, contains abusive, vulgar, pornographic, obscene, racist or harassment charged comments, or is inconsistent with our overall culture or purpose. Any public display of our Goods and Marketing Materials are also subject to Our review. We reserve the right to take immediate action for any such Marketing or Advertising of our Goods done by You which may include revoking the limited, revocable license.
16. Third Party Services and Content.
In ordering or using the Goods, you may receive our Goods from a third party (an “Authorized Distributor”). We do not control, endorse, or adopt any messaging from an Authorized Distributor, Brand or Third Party and have no responsibility for Third Party Content, including, without limitation, material that may be misleading, incomplete, erroneous, offensive, indecent, or otherwise objectionable in your jurisdiction. In addition, your dealings or correspondence with such third parties are solely between you and the third party. We are not responsible or liable for any loss or damage of any sort incurred as a result of any such dealings and your use of Third-Party Content is at your own risk.
17. Feedback-Review Property.
Any of your questions, comments, or suggestions for improvements regarding the Goods that you email, post, or otherwise transmit to us (your "Communications") will become our property. You hereby relinquish and assign to us the worldwide royalty-free right and title to run, use, re-use, implement, copy, display, and create derivative works from those Communications for any purpose, including any ideas, concepts, know-how, or techniques contained in your Communications.
18. Mediation of Disputes.
Except for violations or breaches of Sections 13 or 14 where you have agreed we are authorized to bring a lawsuit and you agree we can enjoin unlawful such unauthorized conduct, we will try to mediate disputes. In the event of a dispute between us, you agree to mediate such dispute with us before filing a lawsuit. We will identify three (3) mediators in Nevada, and you will select your preferred mediator from the three (3) mediators we identify, in the location, venue, and jurisdiction we identify within the United States, without regard to the conflict of law principles of the applicable location at our sole and complete discretion. We will equally share in the cost of the mediator and the mediation process. If you fail to mediate or follow the mediation process we can seek immediate dismissal of any claim filed, and be awarded attorneys’ fees, and you covenant and agree that you forego attorneys’ fees, even if you win.
19. Waiver of Class Action Rights and/or Claims.
You agree that to the extent you have or believe that you have any claims against us relating to your use or our provision of the Goods or content, you will bring those claims in your individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Unless we both agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative class proceeding.
20. Choice of Law and Choice of Forum.
Any claim, action, or proceeding arising out of these Terms or your use of this Goods or Content shall be governed by and construed in accordance with the laws of the United States and the State of Nevada, without regard to principles of conflict of laws. Any claim, action, or proceeding related to the Terms or your use of the Goods will be resolved exclusively in the state or federal courts located in the State of Nevada, and you consent to the jurisdiction of those courts.
21. Entire Agreement.
These Terms constitute a legal agreement between you and We and govern your use of the Goods and completely replace and supersede any prior agreements between you and We, whether written or oral, in relation to the Goods.
22. Severability.
If any provision of these Terms, the Delivery Agreement or an Order Form is determined to be unlawful, void, or unenforceable for any reason by a proper legal authority, then that provision will be deemed superseded by a valid, enforceable provision that most clearly matches the intent of the original provision, and the remainder of these Terms shall continue in effect.
23. Miscellaneous Terms.
Headings in this Agreement are for reference purposes only and in no way define, limit, or describe the scope or extent of a Section or in any way affect this Agreement. The word “including” shall be read as “including without limitation.” No provision of this Agreement shall be construed against or interpreted to the disadvantage of any party by reason of such party having or being deemed to have drafted such provision. In the event any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, that provision will be reformed and enforced to the maximum extent permissible under applicable law, and the other provisions of this Agreement will remain in full force and effect.
24. Potential Modification.
You agree we may modify these Terms from time to time to ensure universal application to clients, and you herewith agree to be bound by the future-version of the Terms in existence at the time you bring a Claim or desire to resolve a dispute with us, via mediation.
- KIMBALL EQUIPMENT COMPANY -
