KMT DISTRIBUTION

TERMS & CONDITIONS

As a customer I, on behalf of my company or individually, acknowledge and agree that I (hereinafter referred to as “I”, “me”, or “Customer”) am entering into a legally binding agreement with KMT Services, LLC, dba, KMT Distribution (hereinafter referred to as “KMT Distribution”). I understand and accept the following terms and conditions, which govern my transactions with KMT Distribution.

DEFINITIONS.

"Goods" refers to the tangible products, merchandise, or items provided or offered by KMT Distribution through its website: kmtdis.com. It includes any physical goods, materials, or products that are subject to purchase, delivery, or transaction.

"Contract" refers to each individual agreement for the sale of KMT Distribution’s Goods to the Customer. The Contract is formed upon KMT Distribution's acceptance of the Customer's order, whether orally, in writing, or by the delivery of the Goods. The Contract is created solely based on such acceptance and is subject to these Terms and Conditions.

ELIGIBILITY

KMT Distribution and its website is for use by commercial retailers to purchase smoke and vape products and supplies intended for resale to end-users who are of legal smoking age. You agree to comply with all local, state, and federal regulations regarding the sale and distribution of the Goods. KMT Distributions reserves the right to refuse service to anyone for any reason at any time.

DOCUMENT INTEGRITY.

I acknowledge that it is my responsibility to carefully review all documents before electronically signing and submitting them. I agree to ensure the integrity and accuracy of the information provided during the electronic signing process.

PAYMENT.

Payments must be made at the time of order placement. KMT Distribution accepts credit card, ACH, or wire transfer. I acknowledge that all invoices issued by KMT Distribution must be paid in full, without any set off or deduction, unless expressly agreed in writing by KMT Distribution. Except as otherwise provided in writing by KMT Distribution, I acknowledge and agree that KMT Distribution will not ship the Goods until I have paid my order in full prior to shipping.

If have a credit account, during any period in which sums due by me as the Customer to KMT Distribution on any Contract remain unpaid after the due date, I understand that KMT Distribution shall be entitled to suspend my account.

I acknowledge that all sums due from me to KMT Distribution under any Contract shall bear interest from the due date until payment is made in full, at the highest rate allowed by applicable law.

KMT Distribution reserves the right to correct any pricing errors that may occur.

If applicable, I am aware that KMT Distribution reserves the right to impose a credit limit on me as the Customer, and that KMT Distribution may amend such credit limit from time to time. I understand that KMT Distribution shall be entitled to suspend deliveries of Goods to me if, and for the period of time during which, any credit limit may be exceeded.

Bounced Checks/ACHs.

If any payment made via check or Automated Clearing House (ACH) transaction is returned or dishonored due to insufficient funds, closed accounts, or any other reason, the Company reserves the right to report such incidents to the appropriate authorities, and take appropriate legal action to recover the owed amount. I acknowledge that any returned or rejected check/ACHs will result in additional fees of at least Thirty Five ($35.00) Dollars, the suspension of my account, and may affect my creditworthiness. In the event of any dispute arising out of or related to the payment of invoices, KMT Distribution shall have the right to seek reimbursement of reasonable attorney's fees and court costs incurred in connection with resolving such disputes. In case of non-payment, bounced checks/ACHs, or any breach of these terms and conditions, the Company reserves the right to pursue civil and/or criminal proceedings as allowed by law. The Company may seek remedies such as damages, injunctive relief, and any other available legal remedies to enforce its rights under these terms.

ACH PAYMENT AUTHORIZATION.

By signing and submitting my customer application and electing to pay via ACH, I authorize KMT Distribution to initiate electronic Automated Clearing House (ACH) debit transactions from my designated bank account. This authorization allows KMT Distribution to collect payment for goods and services provided. I understand that the ACH debit transactions will be processed in accordance with the rules and regulations of the National Automated Clearing House Association (NACHA). I agree to maintain sufficient funds in my designated bank account to cover the authorized ACH debits. I acknowledge that any returned or rejected ACH transactions may result in additional fees with a minimum of Thirty-Five ($35.00) Dollars, the suspension of my account, and may affect my creditworthiness.

DELIVERY.

I acknowledge and agree that each delivery from KMT Distribution requires a minimum order value of $200. This minimum order requirement is essential to ensure efficient operations and cost-effectiveness for both parties involved. Failure to meet the minimum order requirement may result in additional fees or the inability to process the order. KMT Distribution reserves the right to modify the minimum order requirement, with reasonable notice provided to customers. Any changes to the minimum order requirement will not affect orders already placed or in progress. It is the responsibility of the customer to adhere to the minimum order requirements and plan their purchases accordingly to ensure timely and satisfactory fulfillment of their orders. KMT Distribution may, at its discretion, waive the minimum order requirement on a case-by-case basis, subject to mutual agreement between KMT Distribution and the customer. Such waivers shall not create a precedent or obligation for future transactions. Customers are encouraged to consult with their designated KMT Distribution representative for any inquiries or clarifications regarding the minimum order requirements.

I understand that any delivery dates provided by KMT Distribution are estimates only, and the time of delivery shall not be considered essential unless expressly agreed upon in writing. KMT Distribution does not deliver to PO boxes or residential addresses.

I acknowledge and agree that KMT Distribution shall not be liable in any manner to me as the Customer for any non-delivery or late delivery of the Goods, regardless of the reason. I understand that KMT Distribution shall not be responsible for any loss, including but not limited to any direct or indirect consequential loss or lost opportunity, arising from any non-delivery or late delivery of all or any part of the Goods.

I understand that in the event that KMT Distribution is unable to fulfill the entire order due to supply issues or other circumstances beyond their reasonable control, they will make their best efforts to fulfill the order to the fullest extent possible. I understand that there may be instances where they are unable to fulfill the order in its entirety. I acknowledge and agree that KMT Distribution shall not be held liable for any inability to deliver the complete order, and I understand that the invoice issued by KMT Distribution will be updated to reflect the actual amount of Goods delivered.

If I fail to accept delivery of the Goods, I acknowledge that the Goods shall be deemed to have been delivered, and the risk in the Goods shall pass to me.

CANCELLATION.

I understand and agree that, prior to shipping an order, I may cancel my order for a full refund. I further acknowledge and agree that if KMT Distribution ships the order and I decide I no longer want the order within 24 hours upon delivery, I may receive a full refund of my order but am solely responsible at my own cost and expense to ship the order back. Once KMT Distribution receives the returned order and takes inventory of all products originally shipped, KMT Distribution will refund me in full. Otherwise, I understand and agree that, unless provided in writing by KMT Distribution, I am not entitled to cancel any order once it has been placed. KMT Distribution retains the sole discretion to grant or deny cancellation requests delivered after 24 hours. I acknowledge and agree that I have no right to return an order for any reason after 24 hours upon delivery and am not entitled to any refund or delivery back to KMT Distribution.

In any scenario where KMT Distribution grants consent for order cancellation, I acknowledge and agree that the Goods must be returned to KMT Distribution in their original state as they were upon delivery. Any costs associated with the return of the Goods shall be borne by me as the Customer.

I understand that the cancellation of an order may be subject to additional terms and conditions as determined by KMT Distribution. I agree to abide by any specific requirements or instructions provided by KMT Distribution in the event of an approved cancellation.

REPRESENTATIONS AND WARRANTIES.

I acknowledge and agree that KMT Distribution makes no representations or warranties, whether express or implied, other than those expressly stated in these terms and conditions. I understand that any descriptions, specifications, or information provided by KMT Distribution regarding the Goods or any other aspect of the business relationship are for general informational purposes only and do not constitute a representation or warranty unless specifically stated in writing by KMT Distribution.

I further acknowledge and agree that KMT Distribution does not make any warranties regarding the merchantability, fitness for a particular purpose, or non-infringement of intellectual property rights with respect to the Goods. I understand that any usage of the Goods is at my own risk and I am solely responsible for determining their suitability for my intended purposes.

I agree that any statements, recommendations, or advice provided by KMT Distribution or its representatives do not constitute warranties or guarantees, and I acknowledge that I have not relied on any such statements, recommendations, or advice in entering into this business relationship or making any purchasing decisions.

RISK.

I acknowledge and agree that upon delivery of the Goods, the risk of loss or damage shall pass to me as the Customer. It is my responsibility to ensure the safekeeping and protection of the Goods from the time of delivery.

I understand and agree that KMT Distribution retains ownership of the Goods until full payment has been received. Until payment in full is made, I acknowledge that the Goods remain the property of KMT Distribution and I hold them as a bailee.

I agree to take all necessary precautions to maintain the condition and security of the Goods. I will handle and store the Goods with due care, protecting them from theft, loss, or damage. Any loss or damage occurring after delivery shall be my sole responsibility.

I hereby undertake not to sell, transfer, encumber, or dispose of the Goods until full payment has been received by KMT Distribution. In the event of non-payment, I understand that KMT Distribution reserves the right to reclaim the Goods and pursue any legal remedies available to recover the outstanding amounts.

INSPECTION.

I acknowledge and agree that it is my responsibility as the Customer to inspect the Goods promptly upon delivery. At delivery, I shall carefully examine the Goods to ensure they conform to the agreed specifications, quantity, and quality. Any claims related to non-conforming Goods, including incorrect quantity, damaged Goods, or discrepancies, must be reported to KMT Distribution in writing at the time of delivery. Failure to provide such notice may result in the waiver of any such claims.

In the event that I fail to inspect the Goods or to notify KMT Distribution of any non-conformities during delivery, I shall be deemed to have accepted the Goods in their delivered condition, and no further claims or remedies will be available to me.

I understand and acknowledge that any return or exchange of Goods requires the prior written consent of KMT Distribution. KMT Distribution reserves the right to determine the appropriate resolution, which may include repair, replacement, or refund, subject to the terms and conditions agreed upon between KMT Distribution and me.

LIMITATION OF LIABILITY.

I acknowledge and agree that KMT Distribution’s liability under these terms and conditions shall be limited and exclusive. It shall replace and exclude all other liabilities, whether under any other warranties, conditions, or terms, express or implied, by law or otherwise. This limitation of liability applies to any claims, whether in contract, tort (including negligence), or any other legal theory, and includes any liability regarding the quality, condition, description, or fitness for any particular purpose of the Goods, to the maximum extent permitted by applicable law.

I UNDERSTAND AND ACCEPT THAT KMT DISTRIBUTION SHALL NOT BE LIABLE TO ME FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES. THIS INCLUDES DAMAGES FOR LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO THE SALE OF THE GOODS. THIS LIMITATION OF LIABILITY APPLIES REGARDLESS OF WHETHER THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY ME OR COULD HAVE BEEN REASONABLY FORESEEN. IT APPLIES TO ALL LEGAL OR EQUITABLE THEORIES, INCLUDING CONTRACT, TORT, OR ANY OTHER BASIS FOR A CLAIM, AND IT REMAINS IN EFFECT NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY TO FULFILL ITS ESSENTIAL PURPOSE.

I acknowledge and agree that KMT Distribution’s aggregate liability arising out of or related to the sale of Goods, whether arising from a breach of contract, tort (including negligence), or any other cause of action, shall not exceed the total amount of payments made by me to KMT Distribution for the Goods during the preceding six (6) month period, or $5,000, whichever is less. This limitation of liability shall apply regardless of the number or nature of the claims giving rise to liability.

LICENSES.

I understand and acknowledge that it is my responsibility to ensure that all necessary city, state, or federal licenses, are active, in good standing, and timely renewed. License renewal is a crucial requirement to comply with relevant laws and regulations and maintain eligibility to conduct business with KMT Distribution. Failure to renew these licenses may result in the suspension or termination of my account. KMT Distribution reserves the right to request updated copies of the renewed licenses to ensure compliance. It is essential that I promptly provide KMT Distribution with the renewed licenses upon receipt. KMT Distribution will keep the renewed licenses on file for the duration of our business relationship. I understand that the failure to renew licenses may result in legal consequences and jeopardize the continuity of my account with KMT Distribution. I am responsible for any fees or penalties associated with license renewal and will bear any costs related to non-compliance. It is my responsibility to stay informed and adhere to the prevailing licensing requirements. I am encouraged to seek professional advice or consult with appropriate authorities to ensure compliance with all licensing obligations. KMT Distribution shall not be held liable for any losses, damages, or liabilities arising from my failure to renew the required licenses or comply with applicable licensing regulations.

MODIFICATION.

I understand and acknowledge that KMT Distribution reserves the right to modify these terms and conditions at any time, at its sole discretion. KMT Distribution will provide notice of any modifications by reasonable means, such as email, website notification, or other forms of communication deemed appropriate by KMT Distribution. You understand that no modification of these Terms shall be effective and bind KMT Distribution in any manner whatsoever unless (i) expressly agreed in writing by KMT Distribution in or (ii) expressly agreed in writing by a duly authorized signatory of KMT Distribution.

INTELLECTUAL PROPERTY.

I understand and agree that the supply of Goods by KMT Distribution does not grant me any rights to use KMT Distribution’s intellectual property rights in any manner. I acknowledge that I shall not amend or modify any trademarks or logos of KMT Distribution appearing on or in connection with the Goods. Any specifications, plans, drawings, process information, patterns, designs, formulae, or other processes (collectively referred to as "Specifications") provided or disclosed to me in connection with the Goods shall remain the sole property of KMT Distribution or its licensors. I acknowledge that the supply of Goods does not grant me any rights to use the Specifications. I agree to keep all Specifications confidential and not disclose them to any third party. Upon request by KMT Distribution, I shall promptly return all Specifications to KMT Distribution.

I understand and acknowledge that any intellectual property rights associated with the Goods, including trademarks, copyrights, and patents, are the exclusive property of KMT Distribution or its licensors. I shall not acquire any rights or licenses to use such intellectual property rights unless expressly granted in writing by KMT Distribution.

I agree not to engage in any activities that may infringe upon KMT Distribution’s intellectual property rights or the rights of any third party. I shall not reproduce, distribute, or modify any intellectual property belonging to KMT Distribution without obtaining prior written consent.

GOVERNING LAW AND DISPUTE RESOLUTION.

These terms and conditions will be governed and interpreted pursuant to the laws of the State of Michigan, United States of America, notwithstanding any principles of conflicts of law. You specifically consent to personal jurisdiction in Michigan in connection with any dispute between you and KMT Distribution arising out of these terms and conditions or pertaining to the subject matter hereof. The parties to these terms and conditions each agree that the exclusive venue for any dispute between the parties arising out of these terms and conditions or pertaining to the subject matter hereof shall be in the state courts in Macomb County, Michigan.

Any dispute, controversy, or claim arising out of or relating to these terms and conditions, including their validity, interpretation, enforceability, or breach, shall be resolved through good faith negotiation between the parties.

ATTORNEYS FEES.

In the event of any dispute, controversy, or legal action arising out of or related to these terms and conditions between KMT Distribution and the Customer, Customer agrees KMT Distribution shall be entitled to recover its reasonable attorney's fees, costs, and expenses incurred in connection with such dispute or legal action. This provision applies to any proceedings, including arbitration, mediation, administrative proceedings, or court litigation, whether initiated by KMT Distribution or the Customer.

WAIVER OF JURY TRIAL.

I understand and acknowledge that I am voluntarily waiving my right to a jury trial in any legal proceeding arising out of or related to these terms and conditions. I understand that this waiver of jury trial provision does not prevent me or KMT Distribution from seeking injunctive relief or any other equitable remedy in any court of competent jurisdiction.

ACCOUNT TERMINATION.

KMT Distribution reserves the right to terminate or suspend my account at any time, with or without cause, at its sole discretion. Termination may result from factors including, but not limited to, non-payment, violation of these terms and conditions, suspicious account activity, or any other reason deemed necessary by KMT Distribution in its sole and absolute discretion. KMT Distribution shall provide reasonable notice of termination or suspension, except in cases where immediate action is required to protect the interests of KMT Distribution or its customers. In the event of account termination or suspension, I agree to settle any outstanding balances and fulfill any remaining obligations to KMT Distribution. Upon termination, KMT Distribution may, at its discretion, restrict my access to its systems, services, or facilities, including online ordering portals, inventory management tools, or other resources.

WAIVER.

I acknowledge and agree that any failure or delay by KMT Distribution in exercising or enforcing any right or provision under these terms and conditions shall not constitute a waiver of such right or provision. The waiver of any specific right or provision must be made in writing and signed by an authorized representative of KMT Distribution.

The waiver of any particular breach of these terms and conditions shall not affect or limit the rights of KMT Distribution with respect to any subsequent or other breaches. The rights and remedies of KMT Distribution under these terms and conditions shall be cumulative and not exclusive of any other rights or remedies provided by law.

ASSIGNMENT.

I understand and agree that I shall not assign, transfer, or delegate any rights or obligations under these terms and conditions without the prior written consent of KMT Distribution. Any attempted assignment, transfer, or delegation without such consent shall be null and void. KMT Distribution reserves the right to assign, transfer, or delegate its rights and obligations under these terms and conditions, in whole or in part, to any third party without my consent. I agree that KMT Distribution may freely assign, transfer, or delegate its rights and obligations, and such assignment, transfer, or delegation shall not release me from my obligations or alter the terms of the agreement.

In the event of an assignment, transfer, or delegation by KMT Distribution, the assignee, transferee, or delegatee shall assume all rights and obligations under these terms and conditions, and I shall continue to perform my obligations as required.

ENTIRE AGREEMENT AND INCORPORATION OF INVOICE BY REFERENCE.

This Customer Application, together with the Terms and Conditions outlined herein, constitutes the entire agreement between myself, as the Customer, and KMT Distribution, governing the business relationship and supersedes any prior agreements, understandings, or representations, whether oral or written, relating to the subject matter herein.

I acknowledge that no modifications, amendments, or waivers to these Terms and Conditions shall be valid unless agreed upon in writing by both parties. Any conflicting or additional terms proposed by me in connection with the Goods or business relationship shall be deemed void and of no effect unless specifically agreed to in writing by KMT Distribution.

The terms and conditions set forth herein, together with the terms contained in the invoice provided to you at the time of your purchase, constitute the entire agreement between you and KMT Distribution with respect to the purchase and sale of products. In the event of any conflict between these terms and conditions and those set forth in the invoice, the terms of the of this Terms and Conditions shall prevail.

PRIVACY.

I acknowledge and agree that any business contact information provided to KMT Distribution, including but not limited to names, addresses, phone numbers, and email addresses, may be processed by KMT Distribution for the purpose of providing the Goods and marketing the Goods to me as the Buyer.

I confirm that I have obtained all necessary rights and permissions to allow KMT Distribution to process the business contact information provided by me or my personnel. I understand that it is my sole responsibility to ensure that any applicable data subjects have been informed and have given their consent, as required by applicable data protection laws, to permit KMT Distribution to engage in such processing activities.

I understand and acknowledge that KMT Distribution may contact me for marketing purposes by various means, including, but not limited to, regular mail, email , text messages or telephone.

I confirm that I have obtained all necessary rights and permissions to allow KMT Distribution to send marketing communications via direct mail, email (at the email address I provided when I activated my account), telephone (at the number I provided when I activated my account), pre-recorded messages (at the number I provided when I activated my account), text messages (if I provided a wireless telephone number), instant messages or other communications methods.

I understand and acknowledge that KMT Distribution will process the business contact information in accordance with applicable data protection laws and its Privacy Policy. KMT Distribution will take reasonable measures to protect the confidentiality and security of the information provided, but I understand that no method of transmission over the internet or electronic storage is completely secure.

I acknowledge and agree that KMT Distribution may disclose the business contact information to its trusted service providers or business partners who assist in the provision of the Goods or marketing activities. KMT Distribution will ensure that any such third parties comply with appropriate data protection standards and safeguards.

CUSTOMER INFORMATION.

KMT Distribution collects certain personal and business-related information about its Customers, which generally includes, but is not limited to, contact information and payment information (the “Customer Information”). KMT Distribution collects such information in order to provide the Service or the Professional Services, as the case may be, and related technical support. If you have provided your Customer Information, KMT Distribution may contact you for marketing purposes by various means, including, but not limited to, regular mail, email or telephone. When you activate an KMT Distribution account, you expressly consent to receive marketing communications via direct mail, email (at the email address you provided when you activated your account), telephone (at the number you provided when you activated your account), pre-recorded messages (at the number you provided when you activated your account), text messages (if you provided a wireless telephone number), instant messages or other communications methods.

FORCE MAJEURE.

I acknowledge and agree that KMT Distribution shall not be liable for any delay or failure to perform its obligations under these Terms and Conditions due to circumstances beyond its reasonable control. Such circumstances include, but are not limited to, acts of God, natural disasters, strikes, labor disputes, governmental actions, war, terrorism, or any other unforeseen events that prevent or hinder KMT Distribution’s performance.

In the event of a force majeure event, KMT Distribution shall promptly notify me in writing of the occurrence and the expected impact on its ability to perform. KMT Distribution shall make reasonable efforts to mitigate the effects of the force majeure event and resume performance as soon as reasonably practicable.

If a force majeure event continues for a period of [number] days or longer, either party may choose to terminate the affected order or the business relationship as a whole, without any liability or obligation to the other party, except for any payment obligations incurred prior to the force majeure event.

ELECTRONIC SIGNATURE.

By utilizing the designated electronic signature platform provided by KMT Distribution, I acknowledge and affirm that my electronic signature holds the same legal weight and enforceability as a handwritten signature. I understand and agree that the use of the designated electronic signature platform is a convenient and efficient means of signing and submitting documents electronically. I recognize that this electronic signing method does not diminish the legal validity or enforceability of the signed documents, ensuring that they are legally binding and admissible in accordance with applicable laws and regulations.

HEADINGS.

I understand that the headings used in these Terms and Conditions are for convenience only and shall not be used to interpret or construe the provisions contained herein. The headings are not intended to be legally binding or have any legal effect.

SEVERABILITY.

I understand that if any provision of these terms and conditions is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The invalidity, illegality, or unenforceability of any provision shall not affect the validity or enforceability of any other provision of these terms and conditions.

INDEMNIFICATION.

I, as the Customer, agree to indemnify, defend, and hold KMT Distribution, its directors, officers, employees, and agents, harmless from and against any and all claims, damages, liabilities, costs, and expenses (including attorney's fees) of any nature or type including but not limited those arising out of or related to my breach of these terms and conditions, my sale of the Goods to the end-users, or use of the Goods, or any negligent or willful act or omission on my part.

I shall promptly notify KMT Distribution of any claim, demand, or action for which I am seeking indemnification and provide all necessary cooperation and assistance in the defense of such claim. KMT Distribution shall have the right to assume the defense and control of any such matter, and I shall not settle any claim without the prior written consent of KMT Distribution. The provisions of this indemnification shall survive the termination or expiration of these terms and conditions.

NOTICE.

I understand and agree that any notice, request, demand, or other communication required or permitted under these terms and conditions shall be in writing and deemed duly given when delivered personally, or sent by registered or certified mail at KMT Distribution’s last known address.

Notices to me, as the Customer, shall be sent to the address or email provided in the customer application.

I acknowledge and understand that it is my responsibility to promptly notify KMT Distribution of any changes to my contact information to ensure that I receive any necessary communications.