Our Master Terms and Conditions are included with this proposal to:
These Terms are not a reflection of unwillingness to support our equipment.
They reflect:
We are always willing to:
In short:
We stand behind our work. These terms ensure no one stands in the wrong place when things get complicated.
SECTION 1 – COMMERCIAL TERMS & PAYMENT
1.1 Quote Supremacy and Acceptance Acknowledgment by Buyer
This Proposal, including these Terms and Conditions, shall govern and supersede any inconsistent or additional terms contained in Buyer’s purchase order, subcontract, or other procurement documents. Knight Industrial expressly rejects any conflicting, supplemental, or deviating terms unless accepted in writing by an authorized Knight representative. In the event of a conflict, the terms of this Proposal shall control.
Buyer’s issuance of a purchase order, written approval, or commencement of performance in response to this Proposal shall constitute full and unconditional acceptance of these Terms and Conditions.
Buyer affirms that it has reviewed, understood, and accepted these Terms and Conditions. If Buyer does not understand any part of the contract, it is Buyer’s sole responsibility to:
• Seek clarification directly from Knight Industrial, or
• Obtain legal or technical counsel before acceptance.
By accepting this Proposal or issuing a purchase order referencing it, Buyer acknowledges either:
(a) That it fully understands and agrees to the contents herein, or
(b) That it has obtained independent review and explanation from a qualified representative, or
(c) That it knowingly waives any claim or defense in the future based on lack of understanding, failure to review, or misinterpretation of the contract terms.
This Proposal shall remain valid for thirty (30) days from its issuance date unless withdrawn sooner in writing by Knight Industrial. After thirty (30) days, Knight reserves the right to revise pricing, lead times, or scope based on material availability, labor costs, or scheduling. However, once accepted by Buyer through a purchase order or written approval, the terms and conditions herein shall remain binding and enforceable for the full duration of the project and any subsequent dispute resolution period.
1.2 Pricing and Validity
All prices are quoted in U.S. dollars, exclusive of taxes, duties, or assessments unless stated otherwise. Quotes are based on stated specifications and quantities. Valid for 30 days from issuance unless otherwise agreed in writing. If there is any change in the cost of goods, material pricing, taxes, or any financial condition that materially impacts Knight Industrial, Knight reserves the right to revise pricing at any time—prior to or after shipment of Knight's equipment. Such price adjustments shall be communicated in writing and shall be binding upon Buyer unless expressly rejected within five (5) business days.
1.3 Taxes
Buyer shall be responsible for all applicable sales, use, excise, and other taxes arising from this transaction unless Buyer provides a valid exemption certificate prior to invoicing. Knight shall not be responsible for remitting or withholding taxes on Buyer’s behalf.
1.4 Payment Schedule (unless stated otherwise in Knight’s quote)
• 60% of the Total Contract Price is due within 14 days of Knight’s receipt of Buyer’s purchase order.
• 30% is due 14 days prior to shipment (even if shipment is delayed due to Buyer readiness).
• 10% is due within 30 days of project completion, as defined below.
• If the project installation is delayed beyond 30 days after shipment for reasons outside Knight’s control, the final 10% shall be invoiced no later than 45 days after shipment.
1.5 Definition of Completion
Completion is defined as the delivery and installation of Knight equipment in accordance with the approved layout, with successful operation verified during commissioning. Minor punch list items shall not delay final payment.
1.6 Unconditional Payment Obligation
Payment obligations to Knight are absolute and non-contingent. Buyer shall not delay, reduce, or offset any payment based on disputes with third parties (including the project owner or general contractor), or based on "pay-when-paid" or "pay-if-paid" provisions.
1.7 Risk of Loss and Title Transfer
Title and risk of loss shall transfer to Buyer upon shipment from Knight’s facility. Buyer shall be responsible for transit insurance, unloading, and storage unless otherwise agreed in writing.
1.8 Late Payments and Collection Costs
Invoices not paid when due shall accrue interest at 1.5% per month (18% annualized), or the maximum permitted by law. Buyer shall also reimburse Knight for any collection costs, attorney’s fees, or expenses incurred in enforcing its rights.
1.9 Digital Signature and Acceptance
The parties agree that digital signatures (e.g., DocuSign) and emailed written approvals shall be considered legally binding and enforceable under this Agreement.
1.10 Factory and Site Acceptance Test Requirements
Buyer shall provide any required Site Acceptance Test (SAT) or Factory Acceptance Test (FAT) terms, bullet points, or evaluation criteria at the time of purchase order submission. Knight shall have no obligation to consider or accommodate SAT or FAT requirements received after the deposit is made. Knight’s scope and deliverables shall be evaluated solely against documented and accepted SAT/FAT criteria received prior to the first payment. If no such criteria are received, Knight shall, at its sole discretion, define and approve both the Factory Acceptance Test and the Site Acceptance Test as completed in accordance with standard engineering practices and internal quality benchmarks. The SAT and FAT may or may not be attended by the Buyer, General Contractor, or End User. If no representative is present at the time of testing, Knight may proceed with and self-certify the SAT or FAT based on the criteria on record or, if absent, based on Knight’s standard equipment validation protocol.
1.11 Estimates and Quotes
Budget estimates issued by Knight are provided solely for Buyer’s reference or internal budgeting purposes. Estimates do not constitute fixed pricing, are not binding, and are subject to adjustment based on scope development, material availability, labor conditions, or field realities.
If a Buyer issues a Purchase Order referencing or based on a Knight estimate without receiving a formal fixed-price quotation from Knight, the Buyer expressly acknowledges that:
• Knight shall invoice on a time and materials basis, including all labor, travel, programming, design, and estimating time incurred to fulfill the project
• Any pricing changes, increases, or additions made by Knight as work progresses shall be valid and billable, even if no formal Change Order is executed
• The Buyer accepts full responsibility for initiating a project without a complete scope or quotation, and shall pay all associated costs as invoiced by Knight
• Knight’s Master Terms and Conditions shall govern, and any conflicting, omitted, or Buyer-supplied terms are deemed waived unless expressly accepted in writing by Knight
Knight quotations, in contrast, represent formal fixed-price offers based solely on the scope documented in writing by Knight. Only written quotations carry pricing guarantees or schedule assurances.
1.12 Price Escalation for Extended Project Timeline
If shipment of any equipment is delayed more than three (3) months from the date of Knight’s receipt of the Buyer’s purchase order or letter of intent—regardless of cause—Knight reserves the right to apply a price adjustment equal to the percentage increase in raw material, labor, or component costs incurred since the date of the original quote. This escalation shall be documented and billed prior to final shipment.
SECTION 2 – SCOPE CONTROL & CHANGE ORDERS
2.1 Defined Scope Limitation
Knight Industrial shall be responsible solely for the deliverables expressly stated in its written Proposal, scope of work, bill of materials, and incorporated drawings. Any obligation not explicitly included in the written scope shall be excluded unless modified by an executed Change Order.
2.2 Errors and Omissions Disclaimer
Knight shall not be held liable for errors or omissions unless such issues constitute a material deviation from the documented scope and are not caused by missing or inaccurate customer-supplied information. Any required correction not meeting these criteria shall be subject to Change Order pricing.
2.3 Predecessor Communications Disclaimer
The parties acknowledge that prior personnel from either organization may have been involved in project development. Knight expressly disclaims any responsibility for expectations, verbal agreements, or design assumptions made by individuals no longer associated with either party, unless formally incorporated in writing.
2.4 Absence of Buyer Specifications
If the Buyer fails to provide complete, coordinated specifications (e.g., line speed requirements, elevations, integration points), Knight shall proceed based on standard engineering practices and shall not be liable for deviations or redesigns required as a result. Buyer assumes all risk for incomplete or evolving specifications.
2.5 Change Order Triggering Events
Any of the following shall constitute a Change Order Triggering Event:
• Requests for altered performance (e.g., speed, layout, functionality)
• New or revised specifications post-quote
• On-site condition discrepancies or access issues
• Delays or interference outside Knight’s control
2.6 Change Order Procedure
Upon a Change Order Triggering Event, Knight shall provide a written Change Order Proposal outlining:
• Scope adjustments
• Additional costs (if any)
• Revised schedule (if affected)
No work beyond the original scope shall proceed until Knight receives written authorization from Buyer. Knight shall not be liable for delays, nonperformance, or cost increases pending written approval of the Change Order.
In the absence of a clearly defined scope, specification, or written acceptance of pricing by Knight, all labor, programming, or service work performed shall be billed at Knight’s standard time and materials rates in effect at the time of performance, plus applicable travel and administrative overhead. Buyer acknowledges that any such work performed under field direction or verbal request shall be subject to post-invoicing at these prevailing rates.
2.7 Suspension of Work Pending Change Order Approval
Knight reserves the right to suspend work, shipment, or support on any portion of the project affected by a Change Order Triggering Event until the corresponding Change Order is approved in writing. Buyer shall not assert any claim for delay or disruption resulting from such suspension.
2.8 Limitation of Scope Without Change Order
Absent an executed Change Order, Knight’s obligations remain strictly limited to the original proposal. Buyer waives all claims arising from expectations not documented within the four corners of the written contract.
2.9 Authorized Representatives
Buyer shall identify, in writing, the individuals authorized to approve Change Orders and make binding commitments. Knight may rely on written communications (including email) from such individuals without further verification.
2.10 Binding Effect of Written Approvals
Any written approval by an Authorized Representative—whether via email, signed field document, or annotated markup—shall be binding on Buyer. Subsequent internal delegation changes or communication breakdowns shall not excuse Buyer’s obligation to honor such approvals.
2.11 Specification Responsibility and Deadlines
Buyer shall be solely responsible for providing Knight with all relevant specifications necessary to design, fabricate, and deliver equipment consistent with project needs, including:
• Line speeds, operating rates, product types and dimensions
• Equipment elevations, layouts, utility requirements, and environmental limitations
• Integration interfaces with upstream and downstream systems
If such specifications are not provided in writing prior to Knight’s design finalization or material release, Knight will proceed based on standard engineering assumptions. Buyer agrees that any resulting variance shall not constitute non-performance or defect, and any correction shall require a formal Change Order.
Knight shall not be responsible for interpreting undocumented “design intent,” verbal assumptions, or legacy expectations not captured in the final written scope or approved drawings.
Buyer shall provide all required specifications within ten (10) business days of request, or Knight may delay scheduling or initiate a Change Order due to design uncertainty.
2.12 Unauthorized Buyer Modifications or Directives
Buyer acknowledges that any verbal instructions, field alterations, or informal directives issued to Knight field personnel, technicians, or subcontractors shall have no binding effect unless confirmed in writing by an Authorized Representative of Knight. Knight shall not be liable for cost overruns, rework, safety incidents, or schedule delays resulting from any Buyer-initiated actions not formally incorporated into a written Change Order approved by Knight.
2.13 Schedule Acceleration and Early Completion Demands
Any request by Buyer, its customer, or affiliated parties to accelerate Knight’s scope, complete work ahead of the originally scheduled timeline, or shorten Knight’s allotted installation window shall constitute a Change Order Triggering Event. Knight shall not be obligated to modify its production, delivery, or installation schedule absent a formally executed Change Order outlining:
• The revised timeline
• Associated cost impacts (e.g., expedited labor, overtime, priority freight)
• Availability of uninterrupted site access and necessary utilities
Failure by Knight to meet any accelerated schedule not formally accepted in a written Change Order shall not constitute breach, non-performance, or grounds for delay-related claims. Buyer waives all rights to assert liquidated damages, offset payments, or pursue penalties based on unmet early-completion demands unless such acceleration was agreed to in writing by Knight.
SECTION 3 – DELIVERY, RISK & LOGISTICS
3.1 Shipment Terms and Title Transfer
Unless otherwise agreed in writing, all shipments are made F.O.B. Knight Industrial’s facility in Caldwell, Idaho. Title and risk of loss shall transfer to Buyer upon delivery to the carrier. Buyer assumes responsibility for freight, insurance, unloading, handling, and storage thereafter.
3.2 Carrier Selection and Liability
Knight shall have the right to select the carrier unless the Buyer specifies one in writing before shipment. Upon delivery to the carrier, the carrier shall be deemed an agent of the Buyer, and all responsibility for damage, delay, or loss shall pass to Buyer.
3.3 Delivery Estimates and Force Majeure
All shipment and delivery dates are estimates only and are contingent upon prior sales, material availability, and circumstances beyond Knight’s control. Knight shall not be liable for any delay or failure to deliver due to:
• Acts of God, weather events, fire, strike, flood
• Labor disputes, material shortages, carrier delays
• Government action, war, epidemic, or civil unrest
• Delays caused by Buyer or site inaccessibility
In the event of such delay, the estimated delivery date shall be extended by a reasonable period, but not less than the duration of the delay.
3.4 Partial Shipments and Readiness
Knight may make partial shipments of any portion of the equipment that is complete. Buyer shall accept and pay for all such partial shipments according to the payment schedule. Delays caused by Buyer’s site readiness, payment delays, or coordination failures shall not excuse or defer payment obligations for completed equipment.
3.5 Buyer Storage and Handling Responsibilities
Buyer shall be responsible for:
• Receiving, uncrating, and storing equipment upon delivery
• Providing safe, dry, and secure storage for any equipment held on site prior to installation
• Protecting Knight’s equipment from damage or degradation while in storage
Improper storage conditions or failure to protect delivered equipment may void applicable warranties.
3.6 Extended Storage Charges
If shipment is delayed beyond thirty (30) days after equipment is ready due to Buyer’s request or lack of site readiness, Knight may invoice for reasonable storage, insurance, and handling costs, in addition to scheduled progress payments.
3.7 Local Code Interpretation and Regulatory Disclaimer
Buyer is solely responsible for ensuring that equipment installations comply with regional, state, or international regulatory requirements not expressly agreed upon in the Proposal. Knight shall not be liable for local code interpretations, permitting issues, or compliance gaps unless such requirements are (a) identified in writing during the quote phase, and (b) formally accepted by Knight as part of its scope. (e.g., UL, NEMA, OSHA, ANSI)
3.8 Claims for Shortage or Damage
Buyer shall inspect all shipments immediately upon receipt. Any claim for shortage, damage, or shipping discrepancy must be made in writing within five (5) calendar days of delivery. Failure to notify Knight within this period shall constitute a waiver of such claim and acceptance of the delivered goods as-is.
SECTION 4 – INSTALLATION & ACCEPTANCE
4.1 Buyer Responsibility for Installation
Unless expressly stated otherwise in Knight’s written Proposal, the installation of all equipment shall be the sole responsibility of the Buyer. Buyer shall furnish all required labor, supervision, rigging, materials, tools, utilities, structural supports, and local code compliance necessary for installation. Knight shall not be responsible for field connections, anchoring, conduit runs, penetrations, welding, or final utility tie-ins unless specifically included in Knight’s written scope of work.
4.2 Optional Knight Startup Support
If specified in the Proposal, Knight will provide a technician to assist with commissioning, startup, and operator training. This service is limited to the time stated in the Proposal. Additional on-site days, remobilizations, or support beyond the included scope shall be quoted separately and billed at Knight’s prevailing rates.
4.3 Acceptance Procedure
Final system acceptance shall occur upon successful completion of startup testing, as confirmed by:
• Demonstrated operation per the documented scope
• Completion of agreed performance checks (if applicable)
• Delivery of any included startup documentation
4.4 Final Acceptance by Inaction
If Knight provides written notice of project readiness or startup completion, and the Buyer fails to respond within ten (10) business days, the system shall be deemed formally accepted, and the final payment shall become due accordingly.
4.5 No Free Support Beyond Commissioning
Buyer acknowledges that all post-commissioning support—including remote troubleshooting, reprogramming, field service visits, and retraining—shall be quoted and billed separately unless explicitly included in the Proposal. Knight shall have no obligation to provide continued support at no charge once commissioning is complete.
4.6 End User Responsibility for Equipment Care
The Buyer, operator, maintenance personnel, and end user are solely responsible for:
• Proper operation and use of the equipment
• Routine maintenance, cleaning, and lubrication
• Adhering to the OEM specifications and service requirements set forth in Knight’s contract documentation and product manuals
• Following standard industry best practices and obvious equipment care protocols
Failure to maintain or operate equipment in accordance with these guidelines may void applicable warranties.
4.7 Installation by Unqualified Personnel
If installation, integration, or commissioning of Knight’s equipment is performed by Buyer or third-party personnel not expressly trained or authorized by Knight, Knight shall bear no liability for equipment performance, warranty claims, or safety incidents arising from improper installation practices. Knight’s post-commissioning support obligations shall apply only after verified completion of installation consistent with the Proposal and Knight's provided instructions.
4.8 Substantial Completion and Rejection of Immaterial Claims
Final acceptance shall not be unreasonably withheld or delayed due to minor, cosmetic, or punch-list items that do not materially impair the performance, safety, or core function of Knight’s equipment. Knight’s system shall be deemed substantially complete upon successful demonstration of operational performance consistent with the documented scope, regardless of incidental finish issues, non-structural scuffs, or easily remediable details.
Buyer shall not withhold payment, delay commissioning, or claim non-performance based on:
• Cosmetic defects (e.g., scratches, paint imperfections, finish irregularities)
• Items not identified in writing within ten (10) business days of delivery
• Issues unrelated to functional performance of the delivered system
• Delays or disruptions outside of Knight’s control
Any claim or delay based on alleged deficiency must be documented in writing, accompanied by objective evidence, and reasonably relate to a material failure to meet Knight’s written scope. Buyer agrees that use of the system, partial production runs, or integration with other equipment shall constitute tacit acceptance unless otherwise contested in writing within ten (10) business days.
Section 4.9 – Bad-Faith Acceptance Obstruction
Knight shall not be held liable for Buyer’s refusal to accept the system or delay in issuing acceptance based on pretextual, immaterial, or non-functional issues that do not constitute a material deviation from the documented scope. Buyer agrees that claims used to delay acceptance—such as incidental scratches, cleanliness objections, or non-functional cosmetic marks—shall not constitute a valid basis to withhold final acceptance or payment. Any such tactic shall be deemed bad-faith obstruction and a breach of contract.
SECTION 5 – WARRANTY & LIABILITY
5.1 Limited Warranty – Materials and Workmanship
Knight Industrial warrants to the original Buyer that the equipment it manufactures shall be free from defects in materials and workmanship under normal use and maintenance, for a period of twelve (12) months from the date of shipment. This warranty applies only to equipment manufactured by Knight and excludes third-party components, which shall be covered solely by their respective manufacturer warranties.
5.2 Pass-Through Warranty – Third-Party Components
Knight does not warrant third-party components or accessories not manufactured by Knight (including but not limited to motors, PLCs, sensors, servos, gearboxes, and drives). All such items are subject solely to the manufacturer’s original warranty, which shall be passed through to the Buyer where available. Knight will assist the Buyer in submitting claims to such third-party vendors but makes no independent guarantee of coverage, remedy, or timing.
5.3 Service Technician Warranty Labor Limits
If warranty service requires a Knight technician on site, Knight shall bear the cost of technician labor only for defects attributable to Knight’s manufacturing. Travel, lodging, and per diem costs shall be borne by the Buyer unless otherwise agreed in writing. If a technician is dispatched and the defect is found to be outside of Knight’s warranty responsibility (e.g., improper installation, misuse, third-party faults), all time and expenses will be billed at Knight’s standard service rates.
5.4 Warranty Exclusions
This warranty shall be void if:
• The equipment is altered, repaired, or modified without written authorization from Knight.
• The equipment is misused, improperly installed, neglected, or operated contrary to Knight’s instructions.
• The failure arises from acts of God, improper electrical supply, environmental exposure, or unapproved interfacing with third-party equipment.
5.5 Exclusive Remedy
In the event of a valid warranty claim, Knight’s sole obligation shall be, at its discretion, to repair or replace the defective part or component. This remedy is exclusive and in lieu of all other remedies, express or implied. Installation of any replacement part shall be at Buyer’s expense unless otherwise agreed in writing.
• No warranty-related rework shall be performed, authorized, or reimbursed unless the underlying deficiency has been clearly documented in writing, verified by Knight, and determined to constitute a deviation from the warranted scope or workmanship. Buyer shall not perform or direct third-party repairs without Knight’s written approval, and any such unauthorized repair shall void applicable warranty coverage for the affected item.
5.6 Warranty Disclaimer
EXCEPT AS EXPRESSLY STATED HEREIN, KNIGHT MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
5.7 Limitation of Liability
Knight’s total cumulative liability under this Agreement shall not exceed the amount actually paid by Buyer for the equipment giving rise to the claim. In no event shall Knight be liable for:
• Loss of profits
• Loss of production
• Downtime or delay damages
• Incidental, consequential, special, or punitive damages Even if Knight has been advised of the possibility of such damages.
5.8 Third-Party Claims and Site Work Exclusions
Knight shall not be liable for any claims or damages arising from:
• Improper installation, field wiring, or integration not performed by Knight
• Structural modifications, penetrations, or rigging performed by others
• Third-party programming, component selection, or utility conflicts
5.9 Non-Transferability
This warranty applies solely to the original Buyer and is non-transferable to any subsequent owner, user, or purchaser unless expressly agreed to in writing by Knight Industrial.
5.10 Notice and Cure
Buyer must notify Knight in writing of any claimed defect or warranty issue within ten (10) calendar days of discovery and within the warranty period. Failure to provide timely notice shall constitute a waiver of the claim. Knight shall be given a reasonable opportunity to inspect and cure any alleged defect.
5.11 Warranty Void for Unauthorized Diagnostics or Repairs
Warranty coverage shall be void if Knight equipment is opened, modified, or diagnosed using unauthorized tools, non-OEM parts, or third-party service interventions. Knight reserves the right to inspect failed parts prior to honoring any warranty request.
SECTION 6 – INTELLECTUAL PROPERTY PROTECTION & CONFIDENTIALITY
6.1 Ownership of Intellectual Property
All intellectual property developed, delivered, or disclosed by Knight Industrial—including but not limited to software, source code, compiled logic, schematics, manuals, system designs, control strategies, drawings, and any embedded firmware—shall remain the sole and exclusive property of Knight Industrial. No ownership rights, reproduction rights, or license rights are granted to Buyer or any third party except as expressly stated herein.
6.2 Conditional License Upon Full Payment
Buyer is granted a non-exclusive, non-transferable license to use Knight’s equipment, compiled control programs, and system documentation only upon full payment of all contract amounts due. Any use prior to full payment shall be considered unauthorized and may result in termination of support and legal action.
6.3 Source Code Restrictions
Buyer shall not be entitled to receive or access the source code, structured logic, or original programming used in Knight’s PLCs, HMIs, or embedded devices. Knight may, at its sole discretion, provide runtime or compiled versions necessary for equipment operation, but retains all rights to the original source content.
6.4 Prohibition Against Reproduction or Reverse Engineering
Buyer shall not reproduce, disassemble, reverse engineer, replicate, or otherwise copy any part of Knight’s equipment, software, system architecture, or documentation. Any violation of this provision shall be considered a material breach, entitling Knight to seek injunctive relief, damages, and legal fees.
6.5 Confidentiality Obligations
Buyer agrees to treat all engineering designs, control strategies, documentation, and proprietary content provided by Knight as confidential. Such information shall not be disclosed to any third party or used outside the scope of the intended project without Knight’s prior written consent.
6.6 Third-Party and Contractor Non-Disclosure Requirements
Buyer shall ensure that all contractors, subcontractors, consultants, technicians, or other third parties engaged by Buyer who may be exposed to Knight’s proprietary information are bound by written non-disclosure agreements (NDAs) with confidentiality obligations no less restrictive than those set forth in this Agreement. Buyer shall provide copies of such agreements to Knight upon request.
6.7 No Competitive Use
Buyer shall not use Knight’s materials or designs to develop or promote competing equipment, systems, or solutions. Buyer shall not provide Knight’s equipment to any third party—including contractors, integrators, or consultants—for purposes of analysis, benchmarking, or replication.
6.8 Non-Compete Covenant (Project-Specific)
For a period of five (5) years following delivery of the equipment, Buyer agrees not to manufacture, commission, or offer for sale any system substantially similar to the Knight Industrial equipment provided under this Agreement without Knight’s written consent.
6.9 Enforcement and Survival
The obligations in this section shall survive delivery, acceptance, payment, and any expiration or termination of this Agreement. Knight shall be entitled to pursue injunctive relief, damages, and all available legal remedies for any violation.
6.10 Project-Restricted Use
Buyer’s license to use Knight’s compiled logic, configuration files, and documentation is limited strictly to the project site and system identified in the original Proposal. Reuse of Knight’s software or control strategy for other machines, lines, or locations is prohibited without written approval and may be subject to additional licensing fees.
6.11 Pre-Filing Confidentiality and Patent Protections
If Knight discloses concepts, schematics, or prototypes that are under consideration for patent protection, Buyer agrees such disclosures shall be deemed confidential and not constitute prior art, public use, or commercial disclosure under 35 U.S.C. §102. Buyer agrees not to disclose, replicate, or submit for patent any Knight-disclosed invention or improvement, and acknowledges that all rights to file and enforce patents belong solely to Knight Industrial.
6.12 Prohibition Against Digital Decompilation or AI-Based Analysis
Buyer shall not subject Knight’s software, compiled code, HMI programs, or documentation to decompilation, AI-based source code reconstruction, or machine learning analysis for any purpose. Any such action shall be deemed a material breach and subject to injunctive relief.
SECTION 7 – DISPUTE RESOLUTION & GOVERNING LAW
7.1 Good Faith Negotiation and Mediation
In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the parties shall first engage in good faith efforts to resolve the matter through negotiation. If unresolved within fifteen (15) business days, either party may request formal mediation before a neutral third party, to be held in the governing law jurisdiction defined below.
7.2 Binding Arbitration
If mediation fails, the dispute shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Ada County, Idaho, unless otherwise agreed in writing. Judgment on the arbitration award may be entered in any court of competent jurisdiction.
7.3 Injunctive Relief for IP and Confidentiality Breaches
Notwithstanding the foregoing, either party may seek immediate injunctive relief in a court of competent jurisdiction for claims involving unauthorized disclosure of confidential information, infringement of intellectual property, or breach of non-compete obligations.
7.4 Governing Law (Default – Non-California Projects)
Unless otherwise stated in a project-specific addendum, this Agreement shall be governed by and construed in accordance with the laws of the State of Idaho, without regard to its conflict of law principles. Venue for any permitted legal action shall lie exclusively in Ada County, Idaho.
7.5 Governing Law (California Projects Only)
For projects located in California, and only where specifically identified in Knight’s Proposal, this Agreement shall be governed by the laws of the State of California, and venue shall lie exclusively in the state or federal courts of that state. Knight reserves the right to record mechanic’s liens or stop notices under applicable California statutes in the event of nonpayment.
7.6 Attorney’s Fees
In any action, arbitration, or proceeding to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees, expert witness costs, and other legal expenses, in addition to any other relief granted.
7.7 No Third-Party Joinder Without Consent
Knight shall not be joined, consolidated, or otherwise made a party to any arbitration, mediation, or litigation involving third parties—including the project owner, general contractor, or other suppliers—without its express written consent. Buyer agrees that any claim against Knight shall be resolved solely between Buyer and Knight, under the terms of this Agreement.
SECTION 8 – FLOW-DOWN & GENERAL CONTRACTOR PROTECTIONS
8.1 Supremacy of Knight’s Terms
This Agreement shall govern all transactions between Knight Industrial and Buyer. Any conflicting or supplemental terms in Buyer’s purchase orders, subcontracts, or flow-down documents are expressly rejected unless agreed to in writing by Knight. Buyer’s acceptance of this Proposal constitutes acceptance of these Terms in full.
8.2 No Flow-Down Obligations
Knight shall not be bound by the terms of any upstream contract—such as those between Buyer and a general contractor, end customer, or project owner—unless such terms are:
• Explicitly identified and attached to this Agreement prior to execution, and
• Individually reviewed and accepted in writing by Knight.
Any general references to “prime contract,” “project terms,” or “flow-down clauses” are non-binding on Knight.
8.3 No Pay-When-Paid or Pay-If-Paid
Buyer’s obligation to pay Knight is absolute, unconditional, and independent of Buyer’s receipt of payment from any third party. Knight expressly rejects and shall not be subject to any “pay-if-paid” or “pay-when-paid” provisions. Buyer assumes full responsibility for securing payment from any general contractor, project owner, or other funding source.
8.4 Back charge Prohibition
Knight shall not be subject to any back charges, offsets, or deductions for delays, deficiencies, or non-conformance unless:
• Knight is first given written notice of the issue,
• Knight is given a reasonable opportunity to inspect and cure, and
• The back charge is approved in writing by an authorized Knight representative.
Unauthorized back charges shall be considered a breach of contract.
8.5 Limited Indemnity
Knight shall only indemnify Buyer or third parties for damages directly caused by Knight’s gross negligence or willful misconduct. Knight shall not indemnify for:
• General site conditions
• Contractor coordination issues
• Environmental or regulatory claims
• Injuries or damages occurring after shipment or delivery
8.6 Insurance Requirements Are Negotiable
Knight will provide standard commercial general liability and workers' compensation insurance certificates upon request. However, Knight shall not be required to provide non-standard, excessive, or project-specific insurance endorsements (e.g., waiver of subrogation, additional insured, extended umbrella limits) without prior written agreement and separate negotiation of costs.
8.7 No Liability for General Contractor or End User Failures
Knight shall not be liable for damages, delays, or performance issues caused by:
• Failure of the general contractor to properly coordinate or sequence project trades
• Incomplete or incorrect site preparation
• Inadequate supervision, staffing, or communication by the general contractor or end user
• Interruptions to installation caused by other contractors or plant operations
Where the end user acts as its own general contractor, all risks, coordination duties, and integration responsibilities rest solely with the end user. Knight’s obligations are limited strictly to its defined scope, and no implied responsibility for overall project outcomes shall be assumed.
8.8 Schedule Commitments and Contractor Delays
Buyer agrees that all third-party contractors under its control—including programmers, electricians, millwrights, and system integrators—shall adhere to the schedule and readiness milestones identified in Knight’s Proposal or subsequent project coordination documents.
If any such party fails to complete their work or return to the site within a commercially reasonable timeframe (not to exceed ten (10) business days unless extended in writing), Knight may:
• Suspend its obligations without liability for delay
• Engage a substitute contractor at Knight’s discretion, with Buyer responsible for any cost difference
• Adjust the project schedule and payment milestones accordingly
Buyer agrees to make operators, plant personnel, and utility support available during commissioning. Failure to do so within the scheduled startup window may result in standby charges, re-mobilization fees, and warranty delays.
This clause shall apply equally when the Buyer acts as its own general contractor.
8.9 Prime Contract Disclaimer
Knight shall not be deemed to have reviewed, accepted, or assumed any obligation under any prime contract between the Buyer and its customer unless such contract is disclosed in full, reviewed by Knight, and accepted in writing. Any attempt to impose such terms by reference or incorporation shall be null and void.
8.10 No Retainage
Buyer shall not withhold retainage or delay payment of any portion of Knight’s invoice under the pretense of project milestones, punch list items, or retention terms unless such terms are explicitly included in Knight’s Proposal and accepted in writing.
SECTION 9 – BUYER RESPONSIBILITIES & INDEMNITIES
9.1 Site Safety and Access
Buyer shall be solely responsible for maintaining a safe and accessible project site for the delivery, installation, and integration of Knight’s equipment. This includes:
• Adequate lighting, flooring, ventilation, and utilities
• Compliance with OSHA, local codes, and site-specific EHS protocols
• Providing a clear, unobstructed installation path Knight shall not be liable for delays, damages, or injuries caused by unsafe, unprepared, or noncompliant site conditions.
9.2 Responsibility for Installation Integration
Unless specifically included in Knight’s written scope, Buyer shall:
• Furnish all field wiring, mounting hardware, and conduit
• Complete all utility connections and local permits
• Provide rigging, lifting, and mechanical installation services
• Perform any structural preparation, penetrations, or framing Knight shall not be responsible for fitment issues, misalignment, or code violations arising from field integration by others.
9.3 Unauthorized Modifications and Tampering
Any modification to Knight equipment—including rewiring, substitution of parts, alteration of programming, or disabling of safety devices—without Knight’s prior written approval:
• Immediately voids all warranties
• Releases Knight from all liability
• May result in Knight declining further support or service
9.4 Equipment Misuse or Improper Operation
Buyer is responsible for ensuring that only trained, authorized personnel operate Knight equipment. Buyer shall assume all risks and liabilities for:
• Use of the equipment in ways inconsistent with Knight’s documentation
• Operation by unqualified or untrained individuals
• Bypassing of safety systems or E-stop functions
• Loading, speed, or environmental conditions beyond design limits
9.5 Indemnification by Buyer
Buyer shall indemnify, defend, and hold harmless Knight Industrial and its officers, employees, and subcontractors from and against all claims, damages, losses, liabilities, and expenses (including attorney’s fees) arising out of:
• Buyer’s improper installation, operation, or maintenance
• Site-related injuries or property damage
• Environmental releases or code violations unrelated to Knight’s work
• Modifications or repairs performed by parties other than Knight
9.6 Responsibility for Coordination Delays
Buyer shall coordinate all trades, equipment, schedules, and access needed for timely installation and startup. Knight shall not be liable for idle time, standby costs, or inefficiencies resulting from:
• Uncoordinated work by other contractors
• Missing utilities, materials, or lift equipment
• Delays caused by internal plant operations or production conflicts
9.7 Disclaimer for Customer-Supplied and Integrated Equipment
Knight shall not be responsible for the functionality, reliability, performance, or integration of any equipment not furnished directly by Knight, including but not limited to:
• Customer-supplied equipment
• Used or refurbished equipment
• Existing installed equipment at the project site
• Filling equipment, case formers, bundlers, depalletizers, palletizers, shrink tunnels, wrappers, tray packers, stretch wrappers, or conveyors not provided by Knight Knight shall not be responsible for:
• Coordinating, programming, or synchronizing its equipment with such third-party systems
• Any mechanical, electrical, PLC, HMI, or data interface required for compatibility with external or legacy systems
• Damages or delays caused by performance issues, malfunctions, or design limitations of third-party or customer-retained equipment Knight’s responsibilities end at the physical and logical boundary of the equipment it has expressly provided. Integration with third-party or site-installed systems is not included unless explicitly documented in Knight’s written scope of work.
9.8 No Responsibility for General Contractor or Customer-Performed Work
Knight shall not be responsible for diagnosing, correcting, or completing work performed by:
• The project’s general contractor
• Any subcontractor not under Knight’s direct control
• The end customer acting as their own general contractor or installer If Knight is requested or required to return to the site to evaluate or address deficiencies, defects, or incomplete work not directly performed by Knight, such support shall be treated as a separate scope of work and billed at Knight’s standard time and materials rates, including:
• Labor (diagnostics, repair, or fieldwork)
• Travel, lodging, and per diem expenses
• Required materials, parts, or subcontractor assistance Knight’s involvement in such work shall not imply responsibility for the underlying deficiency. No rework or repair shall be performed unless authorized in writing by Knight and the cost agreed upon in advance.
9.9 Buyer Site Representative
• Buyer shall assign a competent, authorized site representative to be present during all phases of Knight’s delivery, installation support, and commissioning. Knight shall not be liable for delays, miscommunication, or unsafe conditions arising from Buyer’s failure to coordinate access, information, or supervision on-site.
9.10 Independent Subcontractor Disclaimer and Customer Recourse
• Knight may, from time to time, recommend or engage subcontractors, consultants, or programming professionals ("Third-Party Vendors") to perform certain services in connection with the project. Unless explicitly stated in Knight’s written Proposal, such Third-Party Vendors operate as independent contractors and are not agents, employees, or partners of Knight. Knight shall not be liable for acts, omissions, or failures of such parties, including but not limited to schedule delays, technical deficiencies, safety incidents, or abandonment of the work.
• Buyer acknowledges that its recourse for damages, deficiencies, or claims related to Third-Party Vendor performance shall lie solely against the vendor involved, and not against Knight, except to the extent that Knight’s own direct scope of work is proven defective or negligent. Knight’s obligation shall be limited to facilitating vendor replacement or reallocation of resources, and any remedy beyond such replacement shall be governed by the limitations of liability set forth herein.
• Buyer waives all indirect claims against Knight for damages arising solely from the actions or failures of recommended or contracted Third-Party Vendors, and shall not withhold payments due to Knight for such issues.
9.11 Site Readiness and Uninterrupted Access Requirement (General Contractor Engagements)
Where Knight Industrial is selected as the general contractor or is directly responsible for hiring subcontractors for the installation and/or integration of equipment, Buyer shall provide and maintain continuous, unobstructed access to all areas required for Knight’s performance. This includes, but is not limited to:
• Adequate floor space for staging, assembly, and installation
• Continuous availability of required utilities (e.g., power, water, compressed air, network)
• Freedom from interference by other contractors, trades, or ongoing plant operations
• Timely delivery of products, samples, or third-party equipment needed for integration
Knight shall not be liable for any delays, cost increases, standby time, or performance deficiencies caused by inadequate site conditions, resource unavailability, or interference from other parties not under Knight’s control. In such cases, Knight shall be entitled to:
• Suspend or reschedule work without penalty
• Invoice for standby labor and remobilization
• Issue a formal Change Order reflecting the resulting impact to schedule and cost
Buyer agrees that Knight’s ability to meet project milestones and obligations is expressly conditioned on site readiness and uninterrupted performance access. Any delays resulting from Buyer’s failure to meet these conditions shall not constitute breach or non-performance by Knight.
9.12 Production Interference and Compressed Schedule Disclaimer
Buyer acknowledges that Knight’s performance is contingent upon uninterrupted access to the work area during the timeframes mutually agreed upon for installation, integration, and commissioning. If, due to ongoing production, scheduling conflicts, or plant operations beyond Buyer’s direct control, Knight’s available installation window is reduced, compressed, or otherwise impaired, Knight shall not be held liable for:
• Missed milestones or performance deadlines
• Incomplete work during the originally scheduled mobilization
• Subsequent costs related to remobilization, overtime labor, or delayed commissioning
• Delayed system readiness or performance testing
In such cases, Knight may, at its sole discretion:
• Suspend work and issue a Change Order reflecting the additional time and cost required
• Reschedule installation at the next available mutually agreeable date
• Invoice Buyer for demobilization, standby time, and re-engagement at standard rates
Buyer agrees that project schedules impacted by plant production are not a breach by Knight and waives any claim for delay, deficiency, or liquidated damages resulting from such conditions.
9.13 Working Hours, Safety Conditions, and Unreasonable Site Demands
Buyer agrees that Knight shall not be required to work outside of commercially reasonable hours (defined as Monday–Friday, 7:00 a.m. to 6:00 p.m. local time) unless such extended or altered work schedule is:
(a) documented in writing,
(b) accepted by Knight in advance, and
(c) compensated per Knight’s prevailing labor rates for overtime, night shift, weekend, or holiday work.
Knight shall not be obligated to perform work in unsafe, unsanitary, overcrowded, or disruptive environments, or in areas that violate OSHA or industry-standard safety protocols. If, in Knight’s sole discretion, site conditions present a material hazard or are incompatible with safe and effective performance, Knight may suspend work without penalty and notify Buyer of required corrective actions.
Delays arising from:
• Inaccessible work zones
• Unsafe or unreasonable site conditions
• Disruptions caused by plant operations, third-party contractors, or environmental hazards
shall not be considered a breach by Knight, and any impact to schedule or cost shall be addressed via Change Order.
Buyer agrees to maintain a safe and reasonable work environment for all Knight personnel and subcontractors. Failure to do so may result in demobilization, additional cost, and adjusted timelines.
Section 9.14 – Reputational Protection and Misattribution
Buyer agrees not to misrepresent Knight’s performance, scope boundaries, or contractual responsibilities in any internal or external correspondence, reporting, or project documentation. In the event that Knight is publicly or contractually mischaracterized as responsible for delays, defects, or failures outside of its scope, Knight shall have the right to issue a formal project dispute notice and suspend further work or cooperation until the record is corrected. Buyer shall be liable for any reputational or commercial harm caused by negligent or willful misattribution of fault.
SECTION 10 – SOFTWARE RIGHTS & OEM PROTECTIONS
10.1 Software Ownership
All PLC programs, HMI screens, control logic, firmware, and machine configuration files developed or delivered by Knight Industrial remain the exclusive property of Knight Industrial. No ownership, source code access, or license rights are granted to Buyer unless explicitly stated in writing.
10.2 Source Code Exclusion
Buyer shall not receive source code or editable programming content. Knight may, at its discretion, provide compiled or runtime-only versions sufficient to operate the equipment, but retains all rights to the original source materials.
10.3 Tampering and Unauthorized Modifications
Any attempt by Buyer or its agents to:
• Modify, bypass, or rewrite Knight software
• Extract or decompile code
• Access protected logic, hidden tags, or OEM-only routines Shall immediately void all warranties and release Knight from any liability for safety, performance, or compliance issues. Knight shall also have the right to withhold further service or technical support in such cases.
10.4 Operator Access Levels
Knight may provide multi-tiered access levels in the HMI or control system, including:
• Operator-level functions for normal use
• Maintenance-level functions for basic troubleshooting
• OEM-level access for proprietary logic and performance-critical configuration OEM-level access shall remain password-protected and confidential. Knight may change access credentials at any time to protect its software integrity.
10.5 Diagnostics, Tools, and Embedded Utilities
Knight may embed proprietary diagnostic routines, documentation links, or configuration utilities within the control system for internal use. These tools are not to be accessed, extracted, or copied without Knight’s written approval.
10.6 No Reverse Engineering or Competitive Use
Buyer shall not analyze, replicate, or re-create Knight’s control architecture for the purpose of:
• Competing equipment development
• Reverse engineering
• Reuse in unrelated projects or systems
10.7 Successor Use Limitation
Knight’s software shall be used only for the equipment and application identified in the original Proposal. Buyer shall not transfer the software to unrelated machines, duplicate it for alternate uses, or provide it to future integrators without Knight’s written consent.
10.8 Survival and Enforcement
All software protections shall survive payment, delivery, project completion, and warranty expiration. Knight shall be entitled to seek injunctive relief, damages, and attorney’s fees for any breach of this section.
10.9 Authorized User Restriction
Buyer shall limit all interaction with Knight’s software, configuration tools, or control architecture to authorized personnel trained or approved by Knight. Buyer assumes all responsibility for improper access, adjustments, or diagnostic actions taken by untrained or unauthorized staff, and any resulting damage, performance issues, or downtime shall not be attributed to Knight.
10.10 Indemnity for Unauthorized Modifications
Buyer agrees to indemnify, defend, and hold harmless Knight Industrial, Inc. from and against any and all liability, claims, damages, or losses arising out of any unauthorized modification, alteration, or access to the control software, HMI screens, PLC logic, or diagnostic utilities—whether performed by Buyer or any third party—without Knight’s prior written consent. This obligation shall survive for a period of ten (10) years following final commissioning or cessation of use, whichever is later.
SECTION 11 – TERMINATION, SUSPENSION & FORCE MAJEURE
11.1 Termination by Knight for Cause
Knight Industrial may terminate this Agreement upon written notice to Buyer if:
• Buyer fails to pay any undisputed invoice within 30 days of its due date
• Buyer breaches any material provision of this Agreement and fails to cure such breach within 7 calendar days after written notice
• Buyer becomes insolvent, makes an assignment for the benefit of creditors, initiates or is subject to bankruptcy, or ceases operations
Upon such termination, Knight shall be entitled to full compensation for:
• All completed work and partially completed equipment
• Materials purchased or committed
• Engineering and documentation
• Subcontractor cancellation charges
• A reasonable margin for overhead and profit
Knight may also suspend further work, shipment, or support immediately upon nonpayment or breach.
11.2 Termination by Buyer for Convenience
Buyer may terminate this Agreement for convenience by providing 30 days’ written notice. In such case, Buyer shall pay Knight for:
• All work performed through the termination date
• All purchased or committed materials
• Subcontractor termination costs
• A flat 15% margin on the value of the terminated work
• Any demobilization, storage, or documentation efforts required
11.3 Force Majeure and Suspension
Either party may temporarily suspend work if performance is made impracticable by:
• Fire, flood, natural disaster, or extreme weather
• Epidemic or pandemic restrictions
• Labor strikes or lockouts
• Material shortages or transportation disruption
• War, terrorism, riot, or governmental order
• Unsafe site conditions or access restrictions beyond Knight’s control
In such cases, the affected party shall notify the other promptly. Schedule and pricing shall be equitably adjusted to reflect the impact of the suspension.
11.4 Effect of Termination – Use Restrictions
Upon termination of this Agreement for any reason, Buyer shall not:
• Operate or attempt to commission any incomplete or unapproved equipment
• Use or access Knight’s software, documentation, or diagnostic tools
• Transfer Knight equipment to other facilities without written consent
Knight retains all rights to intellectual property, software, and incomplete deliverables unless and until all outstanding amounts have been paid in full.
11.5 Survival of Terms
The following obligations shall survive termination:
• Confidentiality (Section 6)
• Software/IP protections (Section 10)
• Payment and indemnity obligations (Sections 1, 5, 9)
• Dispute resolution (Section 7)
11.6 Bankruptcy Protections and Clawback Defense
All payments made to Knight under this Agreement shall be deemed to have been made:
• In the ordinary course of business,
• For contemporaneous new value (equipment, engineering, and services), and
• Consistent with historical commercial practices between the parties
Buyer agrees that such payments are not intended as preferences and shall not be subject to clawback, avoidance, or recharacterization under any bankruptcy, insolvency, or creditor rights proceeding. Knight shall maintain commercial records to support its defenses under 11 U.S.C. §547(c) and applicable state laws.
In the event of bankruptcy or insolvency of Buyer, Buyer’s general contractor, or project owner, Knight’s equipment shall not be deemed part of the debtor’s estate unless paid in full. Title to any unpaid equipment remains with Knight until full payment is received.
11.7 Material Supply Disruption and Cost Adjustment
Knight shall not be held liable for production delays, missed shipment dates, or inability to perform arising from raw material shortages, upstream manufacturing disruptions, or transportation failures beyond its control. These include, but are not limited to:
• Global steel, aluminum, plastics, or electronic component shortages
• Derailed freight, delayed containers, ships at sea, port congestion, or customs holds
• Tariffs, sanctions, regulatory embargoes, or international trade restrictions
• Strikes, labor shortages, or subcontractor shutdowns impacting Knight’s vendors
In such cases, Knight shall notify Buyer promptly, and both schedule and pricing shall be equitably adjusted to reflect:
• Increased material or freight costs
• Lead time extensions resulting from the delay
Buyer agrees that such events constitute Force Majeure and shall not be grounds for backcharges, cancellation, or penalty.
11.8 Non-Cancelable Custom Equipment
Buyer acknowledges that all equipment built to order by Knight is non-cancelable once material acquisition or fabrication has begun. Any attempted cancellation shall be treated as a termination for convenience under Section 11.2, and Buyer shall remain liable for the full value of work performed, committed costs, and applicable profit margin.
SECTION 12 – PROCEDURAL SAFEGUARDS & LEGAL PRECEDENCE
12.1 Document Precedence
In the event of any conflict between documents, the following order of precedence shall apply:This Agreement (including these Terms and Conditions)Knight’s written Proposal or Scope of WorkExhibits or drawings provided by Knight and referenced in the ProposalAny customer-supplied specifications or bid documents, to the extent accepted in writing by Knight
No other document, email, verbal assurance, or attached exhibit shall override the express terms of this Agreement unless formally incorporated by amendment.
12.2 Change Notification Deadline
Buyer must notify Knight in writing of any claimed delay, coordination issue, or alleged deficiency within five (5) business days of its occurrence. Failure to provide such notice shall constitute:
• Waiver of the claim, and
• Acceptance of Knight’s performance through that date
12.3 Non-Disruption Obligation
In the event of a dispute or pending Change Order, Buyer shall continue to:
• Perform all coordination duties
• Maintain project access and schedule
• Avoid interference with Knight’s performance
Disputed amounts shall not excuse delay, suspension, or withholding of performance by Buyer.
12.4 Warranty Commencement Clarification
Unless otherwise stated in the Proposal, all warranty periods shall begin upon successful commissioning and operational demonstration of Knight’s equipment at the project site.
Warranty periods shall not commence at the time of shipment, unless installation is delayed by Buyer more than 30 days past delivery, in which case warranty start shall default to 45 days after shipment.
12.5 Evidentiary Use of Written Communications
The parties agree that the following shall be admissible and may be relied upon as binding documentation:
• Email approvals from Authorized Representatives
• Signed Change Orders or annotated drawings
• Field tickets and digital markups documenting work scope or schedule changes
• Written project instructions related to Knight’s performance
Electronic records and signed PDFs shall carry the same legal effect as original signed documents.
12.6 Entire Agreement & Modification
This Agreement constitutes the entire understanding between the parties regarding the subject matter. It supersedes all prior proposals, negotiations, and communications not expressly included herein.
No modification shall be valid unless:
• Made in writing, and
• Signed by an authorized officer of Knight Industrial
12.7 Field Instruction Limitations
• Verbal instructions, on-site agreements, or informal comments by either party’s personnel shall not modify or expand the scope, pricing, or timeline under this Agreement unless confirmed in writing by an authorized representative of Knight. Field staff are not authorized to amend contractual obligations.
SECTION 13 – ENVIRONMENTAL, SAFETY, AND SITE CONDITION DISCLAIMERS
13.1 No Responsibility for Site-Wide Safety Programs
Unless explicitly included in Knight’s scope of work, Knight shall not be responsible for managing or participating in:
• Site-specific safety orientations, confined space procedures, or lockout/tagout programs
• OSHA reporting, safety signage, or plant-wide hazard mitigation plans
• Contractor site safety audits, reporting forms, or internal scorecards
Knight’s personnel shall follow standard OSHA-safe practices but shall not act as the controlling employer for the project site.
13.2 Environmental Compliance Disclaimer
Unless specifically noted in writing, Knight shall not be responsible for:
• Stormwater management, runoff protection, or spill containment
• Hazardous waste classification, labeling, or disposal
• Dust control, air quality monitoring, or special cleanroom containment measures
These obligations remain solely with the Buyer, general contractor, or facility owner.
13.3 Permitting and Approvals
Buyer shall obtain all required permits, approvals, and inspections relating to:
• Utility connections, floor penetrations, and overhead equipment supports
• Fire marshal approvals, structural engineering reviews, and building code inspections
• Local zoning or city permitting required for the installation and operation of Knight equipment
Knight shall provide basic layout drawings as needed but shall not be responsible for permit submittals or approval timelines.
13.4 Responsibility for Unknown or Unstable Site Conditions
Knight shall not be liable for damage, delay, or cost increases due to:
• Subsurface obstructions, underground utilities, or concealed conditions
• Unstable concrete, uneven flooring, or insufficient structural supports
• Contaminated or wet work areas that interfere with equipment delivery or installation
Buyer shall be solely responsible for site condition preparation, corrections, and associated remediation.
13.5 Emergency Response and Site Incidents
In the event of a spill, accident, or safety incident outside of Knight’s direct control or equipment scope, the Buyer or facility owner shall take full responsibility for emergency response, containment, reporting, and any regulatory engagement. Knight’s role shall be limited to providing information about its equipment where relevant.
13.6 Foundation Responsibility
Buyer shall ensure that all floor or platform surfaces supporting Knight’s equipment meet minimum structural standards for load capacity, stability, and anchor retention. Knight shall not be responsible for damage, misalignment, or performance degradation resulting from cracked, shifting, or inadequate floor conditions. Seismic anchoring, slab reinforcement, or structural evaluations are the sole responsibility of Buyer unless specifically included in Knight’s written scope.
SECTION 14 – DESIGN, FIT, AND ENGINEERING RESPONSIBILITY LIMITATIONS
14.1 No Role as Engineer of Record
Knight Industrial is not a licensed professional engineering firm and does not perform:
• Civil, structural, or mechanical engineering
• Load or seismic calculations
• Fire protection or HVAC design
• Utility planning or code review
Knight’s drawings, schematics, and proposals are for equipment fabrication and reference only and are not intended to serve as stamped engineering documents or construction drawings.
14.2 Equipment Fit and Spatial Integration
Buyer is solely responsible for:
• Ensuring that the proposed equipment fits within the facility footprint
• Coordinating elevations, clearance zones, service access, and routing with other systems
• Verifying that structural supports, hangers, and pad dimensions accommodate the delivered equipment
Knight shall not be liable for rework, delay, or modification costs due to site conditions not disclosed or reviewed during the proposal phase.
14.3 Customer-Approved Layouts Govern
Knight shall fabricate equipment according to the most recent approved layout provided by or signed off by Buyer. If dimensions, elevations, or fitment issues arise after fabrication, Buyer shall bear the cost of any rework, adjustments, or field modifications.
14.4 Responsibility for Load Ratings and Building Integration
Buyer shall engage a licensed structural engineer to evaluate:
• Roof trusses, mezzanines, or platforms supporting Knight equipment
• Anchoring requirements and dynamic load factors
• Any seismic bracing or anchoring required by local code
Knight shall not be responsible for any structural inadequacy or failure of the building or plant infrastructure into which its equipment is installed.
14.5 Compatibility with Third-Party Design
Where Knight’s equipment is integrated with designs, platforms, or utilities provided by other parties (e.g., general contractors, architects, system integrators), Knight shall not be responsible for:
• Mismatches in dimensions or mechanical interfaces
• Electrical disconnect locations, cable routing, or control panel sizing
• Data or control system incompatibilities unless pre-approved and scoped by Knight
14.6 Customer-Provided Layouts and CAD Models
• Knight may rely on Buyer-provided layouts, floor plans, utility schematics, or CAD models for preliminary planning. Buyer assumes all responsibility for the accuracy, dimensional correctness, and current revision status of such documents. Knight shall not be liable for fitment, elevation conflicts, or routing issues arising from erroneous or incomplete site-provided data.
14.7 Disclaimer of Reliance Without Professional Review
From time to time, Knight may offer layout guidance, equipment spacing suggestions, or site integration recommendations as a courtesy to assist Buyer with planning and coordination. Such recommendations are intended solely for convenience and shall not be construed as professional engineering, architectural, or regulatory advice.
If Buyer elects to rely on any such recommendation without independent review by a licensed professional engineer, architect, or code official, Buyer does so at its own risk. Knight expressly disclaims all liability for site layout, structural loading, utilities, and code compliance issues that arise from such unreviewed reliance.
SECTION 15 – FINAL RISK ALLOCATION, TITLE TRANSFER, AND OEM WARRANTY BOUNDARIES
15.1 Title Transfer and Risk of Loss
Unless otherwise agreed in writing, title and risk of loss transfer to Buyer upon shipment from Knight’s facility or upon delivery to the carrier, whichever occurs first. Buyer is responsible for freight, insurance, and all risk of damage, theft, or deterioration during transit and storage, regardless of payment status.
15.2 Non-Cancelable Equipment Orders
Once accepted by Knight, all equipment orders are non-cancelable unless:
• Knight expressly consents in writing, and
• Buyer agrees to pay all costs incurred to date, including material costs, engineering time, subcontractor obligations, and a 15% margin on cancelled work
Knight may treat any attempt to cancel an order without compliance as a material breach.
15.3 Exclusive Warranty Boundaries
Knight’s warranty is strictly limited to:
• Repair or replacement of defective parts manufactured by Knight
• Defects in materials or workmanship under normal operating conditions
• Twelve (12) months from shipment, unless otherwise agreed
No warranty shall apply to:
• Third-party components (see pass-through clause in Section 5)
• Failures resulting from misuse, improper installation, or unauthorized modifications
• Consumables, wear items, or incidental field damages
15.4 Disclaimer of Fitness for Particular Purpose
Knight disclaims any implied warranty of fitness for a particular purpose. Knight designs and fabricates equipment based on Buyer-provided specifications and makes no guarantees of outcome or performance beyond the written scope.
15.5 Limitation of Remedies
Buyer’s exclusive remedy shall be limited to repair or replacement of defective Knight-supplied components. Knight shall not be liable for:
• Lost profits or revenue
• Downtime or production loss
• Damage to third-party systems
• Incidental, consequential, or special damages
15.6 Intellectual Property Reservation
All intellectual property, including control logic, drawings, compiled code, schematics, and design documents, remain the exclusive property of Knight. Buyer shall not:
• Reuse, copy, or modify Knight materials for other projects
• Allow third parties access for reverse engineering
• Publish, distribute, or resell Knight’s system architecture
This restriction survives project completion and applies to all proprietary content delivered during the relationship.
15.7 Non-Disclosure of Commercial Terms and Materials
Buyer agrees not to disclose, forward, reproduce, or otherwise share Knight Industrial’s proposals, pricing, quotations, technical correspondence, emails, manuals, control strategies, schematics, or commercial terms with any third party—including competing OEMs, system integrators, or potential bidders—without the prior written consent of Knight Industrial.
This restriction includes but is not limited to:
• Pricing breakdowns, technical specifications, and delivery schedules
• Knight’s internal documentation or markup drawings
• Project-related correspondence or troubleshooting emails
Disclosure of such materials to a competing vendor or integrator shall constitute a material breach, entitling Knight to seek injunctive relief and pursue damages.
15.8 Non-Returnable Custom Fabrication
All equipment, assemblies, and fabricated components manufactured by Knight to Buyer’s specifications are non-returnable. Knight shall not be obligated to accept return of any custom equipment unless expressly agreed in writing. No credit shall be issued for returned equipment unless such return is pre-authorized, inspected, and restocked per Knight’s discretion.
15.9 Third-Party Design and Performance Disclaimers – Cannon Equipment
Buyer acknowledges that certain equipment, subsystems, or design features provided by Knight Industrial, Inc. (“Knight”) are derived from or based upon legacy designs, technical data, or performance representations originally developed by Cannon Equipment or its affiliates (“Cannon”). Knight makes no independent representations or warranties regarding the accuracy, reliability, throughput claims, or functional performance of any such third-party-derived specifications. All such data, statements of rate, equipment dimensions, layout concepts, or performance guarantees originating from Cannon are presumed accurate as received and are provided solely for reference purposes.
Knight expressly disclaims any liability, responsibility, or obligation to validate, correct, or warrant the claims made in Cannon-supplied documentation, CAD files, or verbal assurances, and no portion of such content shall form the basis of any warranty, acceptance criteria, or liability against Knight. Buyer assumes full responsibility for reviewing and confirming any such third-party design assumptions, and agrees that Knight’s performance shall be evaluated solely based on the scope, specifications, and documentation explicitly developed or confirmed by Knight.
SECTION 16 – INTELLECTUAL PROPERTY INFRINGEMENT INDEMNITY
16.1 Knight shall indemnify and hold Buyer harmless from claims alleging that Knight-manufactured equipment directly infringes a U.S. patent or registered trademark, provided that: (a) Buyer notifies Knight promptly upon receipt of such claim; (b) Buyer permits Knight to control the defense and any settlement; and (c) The claim does not arise from Buyer modifications or third-party integration.
16.2 Knight may, at its discretion, procure the right to continue using the equipment, replace it with a non-infringing version, or accept return for credit. This indemnity does not extend to Buyer-specified designs, customer-modified systems, or software not provided by Knight.
16.3 Buyer-Indemnified Designs
Buyer agrees to defend, indemnify, and hold harmless Knight from any third-party intellectual property claims arising from designs, specifications, or instructions furnished by Buyer. This includes, but is not limited to, claims of infringement resulting from custom integration, layout-driven changes, branding requirements, or control architectures specified by Buyer.
16.4 Limitation of Remedy
In the event of a valid third-party claim of infringement, Knight shall, at its sole discretion and as Buyer’s exclusive remedy, (i) procure for Buyer the right to continue using the deliverables, (ii) replace or modify the deliverables to make them non-infringing, or (iii) refund the portion of the contract price allocable to the infringing deliverables, less a reasonable use charge. This Section 16.4 states Buyer’s sole and exclusive remedy for any alleged or actual infringement.
16.5 Exclusions from Indemnity
Knight shall have no indemnification obligation for claims resulting from: (i) modification or alteration of the deliverables not performed or approved by Knight; (ii) combination of Knight’s deliverables with other products or processes not supplied by Knight; or (iii) Buyer’s continued use of the deliverables after being notified of alleged infringement, if the use could have been avoided or mitigated by use of a non-infringing alternative provided by Knight.
16.6 Knight Control of Defense and Settlement
In the event of a third-party intellectual property claim involving any Knight-provided deliverables, Knight shall have the sole right to select counsel, control the defense, and determine settlement terms. Buyer shall not negotiate, settle, or otherwise resolve such claims without Knight’s written consent.
SECTION 17 – ASSIGNMENT RESTRICTIONS
17.1 Buyer shall not assign, transfer, or delegate any rights or obligations under this Agreement without the prior written consent of Knight Industrial. Any attempted assignment without consent shall be void.
17.2 Knight may assign this Agreement or subcontract its obligations to affiliates, successors, or authorized subcontractors without Buyer’s consent.
SECTION 18 – EXPORT CONTROL & COMPLIANCE
18.1 Buyer agrees to comply with all applicable export, re-export, import, and sanctions laws, regulations, and requirements of the United States and any other relevant jurisdiction.
18.2 Buyer shall not directly or indirectly export or transfer any Knight equipment, software, or technical data to restricted countries, persons, or uses without obtaining all necessary licenses and approvals.
18.3 Buyer is solely responsible for legal use of the equipment at the installation site and within its jurisdiction.
SECTION 19 – RESTRICTION ON AUDIT AND COST ACCESS
19.1 Knight shall not be subject to audit, inspection, or review of its books, records, or internal costs by Buyer or any third party, unless required by law and agreed to in writing in advance.
19.2 Any requested audit shall be limited in scope, time, and cost impact, and conducted only by an independent third party bound by strict confidentiality terms.
19.3 Indemnity for Buyer Acts
Buyer shall defend, indemnify, and hold harmless Knight, its officers, directors, employees, and subcontractors from and against any and all claims, losses, damages, liabilities, penalties, and expenses (including reasonable attorneys’ fees) arising out of or related to: (i) Buyer’s failure to provide a safe working environment; (ii) Buyer’s installation, use, or modification of the equipment not in accordance with Knight’s documentation; (iii) violations of applicable law at the installation site; or (iv) injuries or damage arising from Buyer’s negligence or willful misconduct.
19.4 Insurance Terms
Knight shall not be required to name Buyer as an additional insured on any policy, provide waivers of subrogation, or extend coverages beyond those maintained in the ordinary course of Knight’s business, unless explicitly agreed to in the Proposal. Any requirement for specific insurance endorsements, bonds, or policy modifications must be presented during the quote phase and may incur additional cost, which shall be treated as a scope change.
19.5 Contractor Liability Flowdown
Buyer shall ensure that all subcontractors, integrators, or affiliated parties under its control who perform work related to Knight’s equipment or system comply with the obligations of this Agreement, including without limitation the indemnification, insurance, and safety requirements herein. Buyer assumes full liability for the actions or omissions of such third parties and agrees to defend and indemnify Knight from any resulting claims or damages.
19.6 No Default Additional Insured Status
Knight shall not be obligated to name Buyer, its affiliates, contractors, or agents as additional insureds on any policy of insurance unless specifically included in Knight’s Proposal and agreed to in writing. Requests made after order acceptance shall be considered scope changes and subject to formal Change Order review.
SECTION 20 – TRADEMARK AND BRAND USE LIMITATION
20.1 Buyer shall not use Knight Industrial’s name, logo, product marks, or related branding in any promotional materials, advertisements, public disclosures, or project publications without Knight’s prior written consent.
20.2 Any public use of Knight’s name, logo, or trademarks without authorization shall be deemed a material breach. Knight reserves the right to pursue injunctive relief and damages for any unauthorized use.
20.3 Buyer agrees not to imply Knight endorsement or affiliation with any competing or third-party product by name association, logo placement, or co-branding without Knight’s written approval.
20.4 No Adverse Construction
This Agreement shall be construed without regard to any presumption or rule requiring construction against the party causing it to be drafted. The parties acknowledge that each has reviewed this Agreement, has had the opportunity to obtain separate counsel, and enters into it voluntarily.
20.5 Interpretation Priority
In the event of conflict between documents, the order of precedence shall be: (i) Knight’s Terms and Conditions, (ii) Knight’s Proposal, (iii) Knight’s Exhibits, (iv) Buyer-provided specifications or documentation. No Buyer purchase order or subcontract terms shall alter or override the terms of this Agreement unless explicitly accepted by Knight in writing.
This form shall be completed and returned to Knight Industrial within ten (10) business days of receipt.
Project Name: ____________________________
Customer Contact: ________________________
Knight Proposal Reference #: ______________
Date Submitted: __________________________
A. Product and Packaging Information
☐ Product SKUs and Dimensions
☐ Container Types: Box / Case / Crate / Tray / Tote / Pallet (circle all that apply)
☐ Weight of Products (empty and filled)
☐ Material Specifications (e.g., corrugated, plastic, returnable bins)
☐ Stacking or orientation requirements☐ Sample products provided to Knight: ☐ YES ☐ NO
B. Operating Specifications
☐ Target Line Speeds (in CPM or FPM)
☐ Production Environment Notes (washdown, temp, exposure
)☐ Required Certifications or Standards (e.g., USDA, 3A)
C. Utility and Layout
☐ Layout drawing or plant sketch provided
☐ Power Voltage/Phase/Frequency Available
☐ Compressed Air Specs Provided
☐ Floor Elevation Variances Noted
☐ Upstream/Downstream Equipment Integration Points Identified
Buyer acknowledges that any omissions or unsubmitted items may require a formal Change Order. Please provide authorization signatures from the Project Manager and Accounting department.
Authorized Signature: _________________________ Date: ____________
Authorized Accounting Signature: _________________________ Date: ____________
Printed Name and Title: __________________________________________
Accounting Printed Name and Title: __________________________________________
Commissioning Readiness and Site Access Checklist
This form must be completed and submitted to Knight Industrial no later than five (5) business days before scheduled startup.
Project Name: ____________________________
Customer Contact: ________________________
Accounting Department Contact: ________________________
Knight Proposal Reference #: ______________
Proposed Commissioning Date: ____________
A. Site Access and Utility Availability
☐ Equipment has been delivered to final location
☐ Power has been connected and verified operational
☐ Compressed air is available at required pressure and flow
☐ Network/communication cabling is in place (if required)
☐ Floor is clean, level, and free of obstructions
B. Equipment and Personnel Readiness
☐ All mechanical installation work is complete
☐ Required product samples are onsite for testing
☐ Product flow from upstream equipment is functional
☐ Downstream packaging or accumulation is operational
☐ Two (2) trained operators will be available during startup
☐ Customer maintenance representative is available
C. Safety and Coordination
☐ Safety barriers, guarding, and lockout/tagout procedures are in place
☐ No conflicting construction or plant work is occurring in the area
☐ Knight has been added to site access/security list if required☐ All known hazards or restrictions have been communicated to Knight
Buyer understands that failure to complete this checklist may result in commissioning delays, standby charges, or demobilization.
Authorized Signature: _________________________ Date: ____________
Printed Name and Title: __________________________________________
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