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NTI, LLC Terms & Conditions of Sale
GENERAL PROVISONS. Our terms and conditions apply exclusively and
govern the sale of all products and services ("Products") by NTI New
Tech Innovations, LLC (NTI) and apply notwithstanding any conflicting
Terms and Conditions in any purchase order or other document or
communication from BUYER. THESE TERMS AND CONDITIONS MAY ONLY BE
WAIVED OR MODIFIED IN A WRITTEN AGREEMENT SIGNED BY AN AUTHORIZED
REPRESENTATIVE OF NTI. NEITHER NTI'S ACKNOWLEDGMENT OF A PURCHASE
ORDER NOR NTI'S FAILURE TO OBJECT TO CONFLICTING, CONTRARY OR
ADDITIONAL TERMS AND CONDITIONS IN A PURCHASE ORDER SHALL BE DEEMED AN
ACCEPTANCE OF SUCH TERMS AND CONDITIONS OR A WAIVER OF THE PROVISIONS
HEREOF.
- ORDERS. Orders shall be initiated by Buyer issuing a
Purchase Order or otherwise placing an order by electronic means
acceptable to NTI. Orders shall identify the Products, unit
quantities, part numbers, descriptions, applicable prices and
requested delivery dates. All orders are subject to acceptance by
NTI. No orders for Products may be cancelled or rescheduled without
NTI's prior written consent, which consent may be given by NTI in
its sole discretion.
- PRICES. Prices shall be as specified by NTI and shall be
applicable for the period specified in NTI's quote. If no period is
specified, prices shall be applicable for thirty (30) days. Prices
are F.O.B. NTI’s facility: and prices do not include any taxes,
freight, handling, duty or other similar charges, payment of which
will be the sole responsibility of customer.
- TERMS OF PAYMENT. Terms of payment are net thirty (30)
days from date of invoice or as otherwise specified by NTI. Buyer
agrees to pay the entire net amount of each invoice from NTI
pursuant to the terms of each such invoice without offset or
deduction. Orders are subject to credit approval by NTI. If NTI
believes in good faith that Buyer's ability to make payments may be
impaired or if Buyer shall fail to pay any invoice when due, NTI may
in its sole discretion change the terms of Buyer’s credit, suspend
delivery of any order or any remaining balance thereof until such
payment is made. Buyer shall pay interest on any invoice not paid
when due from the due date to the date of payment at the rate of one
and one-half (1-1/2%) percent per month or such lower rate as may be
the maximum allowable by law. If Buyer fails to make payment when
due, NTI may pursue any legal or equitable remedies, in which event
NTI shall be entitled to reimbursement for costs of collection and
reasonable attorneys fees. NTI retains a purchase money security
interest in all products sold by NTI to customer, and in the
proceeds of any resale of such products, until purchase price and
any other charges due to NTI have been paid in full.
- DELIVERY AND TITLE. All shipments by NTI are F.O.B. NTI’s
facility. All transportation charges shall be paid by Buyer in
addition to the price of the Products. In the absence of prior
agreement as to shipping, NTI may select a carrier. Subject to NTI's
right of stoppage in transit, delivery of the Products to the
carrier shall constitute delivery to Buyer and title and risk of
loss shall thereupon pass to Buyer. Selection of the carrier and
delivery route shall be made by NTI unless specified by Buyer. The
time of delivery dates requested by Buyer is binding. NTI shall use
reasonable efforts to initiate shipment and schedule delivery as
close as possible to Buyer's requested delivery dates. NTI will not
be liable for any failure or delay in the delivery or shipment of
products, or for any damages suffered by customer by reason of such
failure or delay, when failure or delay is caused by, or arises in
connection with, any fire, flood, accident, riot, earthquake, severe
weather, war, strike delay in delivery by NTI’s suppliers or any
other cause or causes beyond NTI’s reasonable control. Delivery of a
quantity which varies from the quantity specified shall not relieve
Buyer of the obligation to accept delivery and pay for the Products
delivered.
- ACCEPTANCE OF PRODUCTS AND PRODUCT RETURNS. Buyer is
deemed to have accepted the Products unless written notice of
rejection is received by NTI within ten (10) days after delivery of
the Products. Buyer waives any right to revoke acceptance
thereafter. Buyer shall report any discrepancy in shipment quantity
or damage within ten (10) days after delivery. No return of Products
shall be accepted by NTI without a Return Material Authorization
("RMA") Number. Returned Products must be in original manufacturer's
shipping cartons complete with all packing materials. All Products
for return shall be returned freight prepaid in the manner specified
in the RMA. If returned Products are claimed to be defective, a
complete description of the nature of the defect must be included
with the returned Products.
- FORCE MAJEURE. NTI shall not be liable for failure to
fulfill its obligations herein or for delays in delivery due to
causes beyond its reasonable control, including, but not limited to,
acts of God, natural disasters, acts or omissions of other parties,
acts or omissions of civil or military authority, Government
priorities, changes in law, material shortages, fire, strikes,
floods, epidemics, quarantine restrictions, riots, war, acts of
terrorism, delays in transportation or inability to obtain labor or
materials through its regular sources. NTI's time for performance of
any such obligation shall be extended for the time period of such
delay or NTI may, at its option, cancel any order or remaining part
thereof without liability by giving notice of such cancellation to
Buyer.
- NTI'S LIMITED WARRANTY. NTI warrants to Buyer that upon
delivery to Buyer the Products purchased hereunder shall conform to
the applicable manufacturer's specifications for such Products. NTI
makes no other warranty, express or implied, with respect to the
Products. With respect to Products which do not meet applicable
manufacturer's specifications, Buyer’s exclusive remedy under these
warranties is limited, at NTI's election, to (1) refund of Buyer's
purchase price for such Products, (2) repair of such Products, or
(3) replacement of such Products; provided, however, that such
Products must be returned to NTI, along with acceptable evidence of
purchase, within thirty (30) days from date of delivery,
transportation charges prepaid. Customer acknowledges that except as
specifically set forth or referenced in this paragraph, THERE ARE NO
REPRESENTATIONS OR WARRANTIES OF ANY KIND RESPECTING BY NTI,
EXPRESSED OR IMPLIED, AS TO THE CONDITION OR PERFORMANCE OF ANY
PRODUCTS, THEIR MERCHANTABILITY, OR THEIR SUITABILITY OR FITNESS FOR
A PARTICULAR PURPOSE, OR OTHERWISE. NTI ASSUMES NO RESPONSIBILITY OR
LIABILITY WHATSOEVER FOR MANUFACTURER’S PRODUCT SPECIFICIATIONS OR
THE PERFORMANCE OR ADEQUACY OF ANY DESIGN OR SPECIFICATON PROVIDED
TO NTI BY OR ON BEHALF OF CUSTOMER. . NTI shall transfer to Buyer
whatever transferable warranties and indemnities NTI receives from
the manufacturer of the Products, including any transferable
warranties and indemnities respecting patent infringement.
- LIMITATION OF LIABILITIES. BUYER SHALL NOT IN ANY EVENT
BE ENTITLED TO, AND NTI SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING, WITHOUT
LIMITATION, BUSINESS INTERRUPTION COSTS, REMOVAL AND/OR
REINSTALLATION COSTS, REPROCUREMENT COSTS, LOSS OF PROFIT OR
REVENUE, LOSS OF DATA, PROMOTIONAL OR MANUFACTURING EXPENSES,
OVERHEAD, INJURY TO REPUTATION OR LOSS OF CUSTOMERS, EVEN IF NTI HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BUYER'S RECOVERY
FROM NTI FOR ANY CLAIM SHALL NOT EXCEED BUYER'S PURCHASE PRICE FOR
THE PRODUCT GIVING RISE TO SUCH CLAIM IRRESPECTIVE OF THE NATURE OF
THE CLAIM, WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE. NTI
SHALL NOT BE LIABLE FOR AND BUYER SHALL INDEMNIFY, DEFEND AND HOLD
NTI HARMLESS FROM ANY CLAIMS BASED ON NTI'S COMPLIANCE WITH BUYER'S
DESIGNS, SPECIFICATIONS OR INSTRUCTIONS, OR MODIFICATION OF ANY
PRODUCTS BY PARTIES OTHER THAN NTI, OR USE IN COMBINATION WITH OTHER
PRODUCTS.
- USE OF PRODUCTS IN LIFE SUPPORT, NUCLEAR AND CERTAIN OTHER
APPLICATIONS. Products sold by NTI are not designed, intended or
authorized for use in life support, life sustaining, nuclear, or
other applications in which the failure of such Products could
reasonably be expected to result in personal injury, loss of life or
catastrophic property damage. If Buyer uses or sells the Products
for use in any such applications: (1) Buyer acknowledges that such
use or sale is at Buyer's sole risk; (2) Buyer agrees that NTI and
the manufacturer of the Products are not liable, in whole or in
part, for any claim or damage arising from such use; and (3) Buyer
agrees to indemnify, defend and hold NTI and the manufacturer of the
Products harmless from and against any and all claims, damages,
losses, costs, expenses and liabilities arising out of or in
connection with such use or sale.
- EXPORT CONTROL. The sale, resale or other disposition of
Products and any related technology or documentation are subject to
the export control laws, regulations and orders of the United States
and may be subject to the export and/or import control laws and
regulations of other countries. Buyer agrees to comply with all such
laws, regulations and orders and acknowledges that it shall not
directly or indirectly export any Products to any country to which
such export or transmission is restricted or prohibited. Buyer
acknowledges its responsibility to obtain any license to export,
re-export or import as may be required.
- FEDERAL CONTRACTS. For products acquired pursuant to
Federal Acquisition Regulations, the following shall be construed to
be incorporated herein: (1) Equal Opportunity (E.O. 11246); (2)
Affirmative Action for Special Disabled and Viet Nam era Veterans
(38 U.S.C. 2012(a)); and (3) Affirmative Action for Handicapped
Workers (29 U.S.C. 793). No other Federal Acquisition Regulations
shall be construed to apply to NTI without NTI's written agreement
thereto.
- STATEMENTS AND ADVICE. If statements or advice, technical
or otherwise, are offered or given to Buyer, such statements or
advice shall be deemed to be given as an accommodation to Buyer and
without charge and NTI shall have no responsibility or liability for
the content or use of such statements or advice
- CONFIDENTIALITY. The parties to this agreement agree to
maintain strict confidentiality regarding all commercial and
technical details of their mutual business relationship, until such
information has come into the public domain and disclosure of such
information is not due to any infringement of this confidentiality
undertaking by the party to the agreement.
- GENERAL. As used herein, terms appearing in the singular
shall include the plural and terms appearing in the plural shall
include the singular. No rights, duties, agreements or obligations
hereunder may be assigned or transferred by either party, by
operation of law, merger or otherwise, without the prior written
consent of the other. Any attempted or purported assignment shall be
void. The obligations, rights, terms and conditions hereof shall be
binding on the parties hereto and their respective successors and
assigns. The waiver of any provision hereof or of any breach or
default hereunder shall not be deemed a waiver of any other
provision hereof or breach or default hereunder. Any provision
hereof which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining
provisions hereof in that jurisdiction or affecting the validity or
enforceability of such provision in any other jurisdiction. These
Terms and Conditions shall be governed by and construed in
accordance with the laws of the State of Ohio excluding any law or
principle which would apply the law of any other jurisdiction. The
United Nations Convention for the International Sale of Goods shall
not apply.
NTI, LLC
6480 Rockside Woods Blvd, Suite 110, Independence, Ohio 44131 U.S.A.
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