GENERAL TERMS AND CONDITIONS
The following General Terms and Conditions (“GTC”) govern the sale of products (“Products”) by Kilo IoT, GmbH (“Kilo”) to its customers, including both private and business customers (“Customer”).
These GTC constitute the complete and exclusive agreement regarding the sale of Products and supersede all prior offers, negotiations, discussions, arrangements, agreements, and/or promises, whether oral or written, including any trade customs or prior business dealings between the parties related to the sale of Products.
1. ORDER ACCEPTANCE AND CANCELLATIONS
The offers and pricing on our website constitute an invitation for the Customer to make an offer. Responses to inquiries regarding prices and availability are not to be considered binding offers from Kilo. Order acceptance occurs in writing, either via an order confirmation email or through electronic data interchange (EDI). Acceptance may also occur through Kilo’s execution of the Customer’s order.
When a Customer orders a Product via Kilo’s website, the automatic order confirmation displayed on Kilo’s website does not constitute order acceptance. It merely serves to inform the Customer that the order has been recorded in our IT system.
Orders accepted by Kilo may be canceled by the Customer with Kilo’s written consent, unless the order is designated as “Non-Cancelable/Non-Returnable” (“NC/NR”), involves “Special Products,” or is governed by a framework agreement.
Special Products are Products that Kilo must specially order from a supplier for the Customer. This includes Products not normally kept in stock or orders where additional services have been integrated into the Products. Special Products are neither cancelable nor refundable. Kilo may designate Products as Special or “NC/NR” in various ways, including in quotes, product lists, appendices, or attachments.
The Customer is not entitled to modify, cancel, or redirect orders for Products without Kilo’s consent. If the Customer cancels an order after Kilo’s acceptance, Kilo may charge the Customer reasonable cancellation or termination fees, payable by the Customer.
Requests for delivery date changes may be accepted by Kilo at its sole discretion. Orders may no longer be canceled or redirected once Kilo has handed them over to the carrier.
KILO RESERVES THE RIGHT TO LIMIT OR CANCEL ANY ORDER, ASSIGN SALES AT ITS DISCRETION, RESTRICT QUANTITIES OF SELECTED PRODUCTS, AND LIMIT SALES TO CERTAIN CUSTOMERS. KILO MAY REJECT ANY ORDER OR PART OF AN ORDER. PRODUCT SPECIFICATIONS AND AVAILABILITY MAY CHANGE WITHOUT NOTICE.
1a. Returns
Returns are generally accepted if processed within 14 days of the shipment date, as a courtesy to the Customer. If Kilo approves a return, the Customer must prepay return shipping costs. Kilo does not accept cash-on-delivery returns.
Some Products may need to be returned directly to the manufacturer. All returned items must be in their original packaging, unused, untested, unprogrammed, and in resalable condition. Before returning a Product, contact customer service to obtain a return authorization number and shipping instructions.
No credit will be issued for returned ESD-sensitive, programmable semiconductors, or moisture-sensitive Products if their packaging has been opened. These return provisions do not apply to NON-CANCELABLE/NON-RETURNABLE PRODUCTS (see the NON-CANCELABLE/NON-RETURNABLE PRODUCTS section in these GTC).
1b. Counterfeit Prevention Measures
Only Products originally shipped by Kilo or a supplier at Kilo’s direction (direct shipment) may be returned to Kilo. All others will be immediately blocked and disposed of or returned to the Customer.
By returning Products to Kilo, the Customer warrants that the Products were purchased from Kilo and that the Product has not been wholly or partially replaced with a product from another manufacturer, distributor, or source. Returns should be in the original packaging (manufacturer or Kilo), unused and untested (unless defective). ESD-sensitive, programmable semiconductors, or moisture-sensitive Products should not be opened.
2. PRICING
Kilo strives to provide accurate and up-to-date pricing but does not guarantee its accuracy or timeliness. Prices may be adjusted at any time before Kilo processes the Customer’s order. If Kilo identifies a pricing error, the Customer will be informed of the corrected price and may choose to accept it or cancel the order.
Kilo is not liable for pricing, typographical, or other errors in communications with the Customer and reserves the right to cancel orders resulting from such errors. Orders are invoiced at the prices and in the currency valid at the time of shipment.
Prices are set by Kilo and apply for the period specified in Kilo’s offer. Unless otherwise stated, offers are non-binding invitations to make an offer and may be changed at any time without notice. If no period is specified, prices are valid for thirty (30) days.
The website contains the most current pricing. Prices listed on the website may be adjusted without prior notice. Price increases may occur due to rising costs or circumstances beyond Kilo’s control, including manufacturer price hikes, exchange rate fluctuations, or pricing errors.
If the Customer does not purchase the quantity required for volume discounts, the Customer will pay the non-discounted price for the actual quantity purchased and/or a cancellation or restocking fee.
Prices exclude taxes, duties, and other fees, including sales, use, consumption, VAT, and similar taxes or fees imposed by authorities, international shipping fees, freight and brokerage fees, bank fees, consular fees, and document fees.
3. PAYMENT TERMS
All payments must be made in the currency stated on the original invoice or credit card receipt. Accepted payment methods include major credit cards, corporate credit cards, and debit cards from established banks, including MasterCard, VISA, Diners Club, Discover, and American Express.
For new customers, credit card details must be verified before order shipment. Businesses, educational institutions, and government entities providing three references may pay within thirty (30) days net or as otherwise specified by Kilo.
Advance Payment via Wire Transfer/EFT/Proforma: Customers may transfer the amount to our bank. Upon order placement, a proforma invoice with our bank details, total product cost, and shipping fees will be emailed. Stock items will be held for 48 hours pending payment receipt. Orders will be canceled if payment is not received within 14 days.
The Customer is responsible for customs duties and taxes.
3.1 PAYMENT TERMS FOR ALL ORDERS
The Customer agrees to pay the full amount of each Kilo invoice per the invoice terms without offset or deduction. Orders are subject to Kilo’s credit review. Kilo may, at its discretion, modify the Customer’s credit terms, require cash payment, bank transfer/EFT, or a certified bank check, and/or demand prepayment before shipment.
If Kilo has reasonable doubts about the Customer’s ability to pay, or if the Customer fails to pay an invoice when due, Kilo may suspend delivery until payment is received or cancel the order. The Customer remains liable for payment of shipped Products and any Special Products ordered.
The Customer agrees to provide financial information reasonably requested by Kilo for credit assessment. Checks are accepted subject to collection, with the collection date deemed the payment date.
Any check received may be applied by Kilo against any obligations owed by the Customer under this or any other agreement, regardless of endorsements. Acceptance of a check does not waive Kilo’s right to collect remaining amounts.
Overdue invoices accrue interest at 18% per annum or the maximum legal rate from the due date. If payment is not made when due, Kilo may pursue all legal remedies, including collection costs and reasonable attorney fees. A €25 fee applies for returned checks.
4. SALES TAXES
Domestic Shipments
Where required by law, Kilo will collect sales, use, consumption, and other taxes on shipments at federal, state, and/or local levels. These taxes are added to the Product purchase price. The Customer is responsible for proper tax payment unless tax-exempt, in which case Kilo must have a valid, signed exemption certificate on file.
International Shipments
All applicable VAT, PST, HST, and/or GST fees, as well as brokerage fees, are the Customer’s responsibility and due upon delivery.
5. DELIVERY AND TRANSFER OF TITLE
Domestic shipments from Kilo are generally made FCA Kilo’s shipping point. All shipping costs are paid by the Customer in addition to the Product purchase price.
Unless Kilo exercises its right to halt shipment, delivery occurs when Products are handed to the carrier, transferring title and risk of loss to the Customer. Kilo will make reasonable efforts to ship and deliver as close as possible to the requested delivery date(s).
The Customer acknowledges that Kilo’s delivery dates are estimates only, and Kilo is not liable for delays. The carrier and shipping route are selected by Kilo unless the Customer specifies otherwise.
Kilo reserves the right to make partial shipments. A delayed partial shipment does not entitle the Customer to cancel other partial shipments. Partial delivery within thirty (30) days of the requested date constitutes timely delivery.
Delivery of a quantity differing from the ordered quantity does not relieve the Customer of the obligation to accept and pay for the delivered Products.
International Shipments
The International Chamber of Commerce’s Incoterms apply. Kilo selects the Incoterm for an order based on the Customer’s address, destination, and/or currency. Title transfers per the Incoterm chosen by Kilo. If no Incoterm is specified, the default is FCA Kilo’s shipping point.
6. CONSUMER RIGHTS AND RIGHT OF WITHDRAWAL
For consumers as defined by § 13 of the German Civil Code (BGB), statutory withdrawal rights apply. Consumers may withdraw from the contract within fourteen (14) days without giving a reason.
The withdrawal period begins on the day the Customer or a designated third party (not the carrier) takes possession of the goods. To exercise the right of withdrawal, the Customer must notify Kilo (Kilo IoT, GmbH, Mariendorfer Damm 1, 12099 Berlin, Email: info@kiloiot.de) via a clear statement (e.g., mailed letter or email).
The withdrawal period is met if the notice is sent before its expiry.
7. KILO’S LIMITED WARRANTY
For consumers, statutory warranty rights apply. For business customers:
Kilo agrees to transfer all assignable warranties received from the manufacturer of the Products sold to the Customer. Kilo provides no further express or implied warranties regarding the Products.
IN PARTICULAR, KILO DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
Kilo’s liability for Product sales is expressly limited to:
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Refunding the purchase price paid by the Customer (without interest), or
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Repairing and/or replacing the Products at Kilo’s option.
These remedies are exclusive and replace all others. The Customer must notify Kilo of defective Products within 90 days of shipment.
This warranty excludes all other warranties, whether oral, written, express, implied, or statutory. Implied warranties of fitness for a particular purpose and merchantability are expressly disclaimed.
The warranty does not apply if the Product has been misused, exposed to static discharge, neglected, accidentally altered, soldered, or modified in any way.
8. KILO’S RoHS COMPLIANCE AND LEAD-FREE POLICY
Kilo’s policy is to label and offer Products as RoHS-compliant or lead-free only if certain requirements are met. Kilo does not conduct product testing and relies solely on the manufacturer’s determination of RoHS compliance and lead-free status.
Kilo provides no guarantee, certification, or declaration of conformity for these Products. A Product is marketed as RoHS-compliant or lead-free only if the component manufacturer has provided sufficient evidence and all inventory (in stock or on order) is classified as such.
Kilo defines “RoHS” as the supplier’s declaration of compliance with hazardous substance regulations under EU ELV, WEEE, or RoHS directives. “Lead-free” refers to any Product declared as such by the supplier.
All Kilo RoHS compliance statements are based on manufacturer information.
8a. COUNTRY OF ORIGIN
Kilo maintains country-of-origin information for all Products in its inventory. This information is provided on product labels and shipping documents, based on manufacturer declarations per customs regulations.
Manufacturers do not disclose the origin of every raw material or subcomponent used in their end Products.
9. LIMITATION OF LIABILITY
KILO SHALL IN NO EVENT BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, including but not limited to lost profits, recall costs, service interruption claims, testing/installation/dismantling costs, replacement product costs, property damage, personal injury, death, or legal expenses.
Kilo’s refund for any claim shall not exceed the purchase price paid by the Customer, regardless of claim type (warranty, contract, or otherwise).
THE CUSTOMER AGREES TO INDEMNIFY, DEFEND, AND HOLD KILO HARMLESS FROM ALL CLAIMS RELATED TO PRODUCTS SUPPLIED BY KILO AND INCORPORATED INTO THE CUSTOMER’S PRODUCT.
10. PRODUCT SAFETY NOTICE AND RESTRICTIONS
Products are intended for both private and commercial use. Products are traceable to the OEM manufacturer and batch/date code, where available and requested at the time of order.
Kilo does not set specifications or conduct performance/safety testing for Products sold. Technical datasheets are created by or derived from manufacturer-provided information.
Kilo is not a Qualified Product Listing (QPL) supplier. The Customer agrees that all purchases are for commercial or other applications not requiring QPL components.
References to military specifications on our website are for reference only and do not modify these GTC. Kilo does not participate in product safety development, review, or testing.
Products sold by Kilo are not designed, authorized, or intended for use in:
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Life-support, life-sustaining, or implantable devices,
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Nuclear facilities,
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Flight control systems, or
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Other applications where failure could cause injury, death, or catastrophic damage.
This includes FDA Class III medical devices, FAA airworthiness applications, and similar high-risk uses.
If the Customer uses or resells Products in such applications:
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The Customer acknowledges that such use is at their sole risk;
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Kilo and the manufacturer shall bear no liability for resulting claims or damages; and
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THE CUSTOMER AGREES TO INDEMNIFY AND HOLD KILO AND THE MANUFACTURER HARMLESS FROM ALL CLAIMS ARISING FROM SUCH USE.
11. STATEMENTS AND ADVICE
Technical or other statements, opinions, or advice provided to the Customer are offered as a courtesy. Kilo assumes no responsibility or liability for their content or use.
Technical support is provided via phone and is extremely limited, preventing direct involvement in customer product development. Kilo does not conduct product suitability studies or technical reviews of Products sold, including end products manufactured by the Customer.
12. NON-CANCELABLE/NON-RETURNABLE PRODUCTS
Kilo may designate Products as “NC/NR” (Non-Cancelable/Non-Returnable) if an order requires such terms.
The Customer understands that Kilo sources NC/NR Products specifically from the manufacturer. Regardless of circumstances, NC/NR Products may not be canceled, returned, or redirected without both supplier and Kilo’s written consent.
All QML (Qualified Manufacturers List) Products purchased from Kilo are NC/NR. Moisture-sensitive or ESD-sensitive Products are NC/NR if opened.
All Products purchased by Customers classified as electronic component distributors or brokers are deemed NC/NR.
13. INTELLECTUAL PROPERTY
If an order includes software or other intellectual property, it is provided subject to copyright and the end-user license agreement (EULA) accompanying the software.
Nothing herein grants rights or licenses to use software or intellectual property beyond the EULA terms. Unopened software may be returned for credit; opened software may only be returned if defective.
14. FORCE MAJEURE
Kilo is not liable for delays or non-performance due to causes beyond its control, including but not limited to:
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Product allocations,
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Material shortages,
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Labor disputes,
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Transportation delays,
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Acts of God,
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Government actions,
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Fires, strikes, floods, severe weather,
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Computer disruptions, terrorism, epidemics, quarantines, riots, or war.
Kilo may extend the delivery period or cancel the order without liability by notifying the Customer.
15. EXPORT CONTROL POLICY
Kilo complies with all export, import, customs, and economic sanctions laws of Germany, EU member states, and selected foreign countries (“Trade Control Laws”).
15.1 Resale/Transfer/Re-export of Products
The Customer acknowledges that all Products purchased from Kilo are subject to Trade Control Laws and may only be resold, transferred, re-exported, or otherwise disposed of in strict compliance with these laws.
The Customer is responsible for determining whether a Product is controlled, prohibited, or restricted for export/import and for obtaining required licenses.
15.2 Export Classification Disclaimer
Any use of Kilo’s classifications (e.g., ECCNs or harmonized tariff codes) is at the user’s risk and without recourse against Kilo. Export classifications may change.
As the exporter of record, your company is responsible for determining the correct classification at the time of export. Kilo’s classifications are for internal use only and should not be relied upon for licensing decisions.
16. GENERAL
These GTC may not be modified or waived without Kilo’s written consent. All sales of goods and services by Kilo are subject exclusively to these terms.
Conflicting or additional terms in Customer orders, confirmations, or other documents are superseded by these GTC. Kilo’s performance is expressly conditioned on the Customer’s acceptance of these terms unless otherwise agreed in writing.
No assignment of rights or obligations under this agreement is permitted without Kilo’s prior written consent.
The failure to enforce any provision does not waive future enforcement. If any provision is deemed unenforceable, the remainder remains valid.
These GTC are governed by the laws of Germany and the EU.
Kilo IoT, GmbH
Mariendorfer Damm 1
12099 Berlin
Email: info@kiloiot.de