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N-Tron Corp. Buyer Terms & Conditions
1. Offer and Acceptance. Buyer has offered to purchase from N-Tron Corp. ("N-Tron") the products ("Goods") described on the attached quote and/or sales order (collectively referred to as the "Acknowledgement"). N-Tron's acceptance of this offer is expressly conditioned upon Buyer's assent to the Terms and Conditions set forth herein. If the Acknowledgement is submitted in response to a purchase order or other written or oral offer of the Buyer to purchase the Goods, to the extent that the Buyer's offer contains material conflicts, differences or additions (collectively, the "Conflicting Terms"), the Acknowledgement shall be considered a counteroffer to sell the Goods to Buyer under the terms and conditions herein contained, and any Conflicting Terms shall be void and of no force or effect and shall be deemed rejected and objected to by N-Tron without further notice. Buyer's acceptance of any such counteroffer is exclusively limited to the terms and conditions set forth herein, which shall be deemed accepted unless Buyer makes written objection within five (5) days.
2. Payment. Unless otherwise provided in writing by N-Tron, Buyer shall pay the invoice amount in full within thirty (30) days of the invoice date. If the credit of Buyer is impaired at any time, in the sole discretion of N-Tron, N-Tron may require payment in advance before further shipment.
3. Shipment; Delays. All prices are FOB Mobile, Risk of loss and title to all Goods furnished by N-Tron shall pass directly to Buyer at the FOB point of shipment. Shipping dates are estimated and under no circumstances does N-Tron guarantee date of shipment. N-Tron is not liable to the Buyer for any production or delivery delay or for any damages suffered by Buyer due to such delay, if such delay is, directly or indirectly, caused by war, acts of God, fires, floods, accidents, labor disputes, civil disturbances, action of government, shortages or failure of supply of labor, fuel, materials or equipment, transportation delays, or other causes beyond N-Tron’s control. In the event any of the above contingencies occurs, N-Tron may cancel this Acknowledgement or any part thereof without any resulting liability.
4. WARRANTY; EXCLUSION OF WARRANTIES.
THERE ARE NO EXPRESS WARRANTIES HEREUNDER, EXCEPT THAT THE GOODS WILL, AT THE TIME OF SHIPMENT, BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP. ALL IMPLIED WARRANTIES (INCLUDING, BUT NOT BY WAY OF LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE) ARE HEREBY EXCLUDED AND THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF.
5. BUYER'S REMEDY.
THE PARTIES AGREE THAT THE BUYER'S EXCLUSIVE REMEDY SHALL BE REPAIR, REPLACEMENT OR CREDIT, AT THE SOLE OPTION OF N-TRON. IN NO EVENT SHALL N-TRON BE LIABLE OR RESPONSIBLE FOR ANY COSTS, DAMAGES, LOST PROFITS, LIQUIDATED DAMAGES OR PENALTIES OR FOR OTHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, NOR FOR ANY AMOUNT IN EXCESS OF THE PURCHASE PRICE OF ANY DEFECTIVE GOODS.
6. Cancellation. Buyer cannot cancel an order accepted by N-Tron and cannot return non-defective Goods without N-Tron's prior written consent and upon terms indemnifying N-Tron against loss. There shall be no cancellation of orders for Goods built to Buyer's specifications after preparation for manufacture/assembly begins. There shall be no return of non-defective Goods manufactured to Buyer's specifications.
7. Taxes, Duties and Licenses. Buyer agrees to pay any and all applicable federal, state and local taxes (domestic and foreign) to which the Goods may be subject, including, without limitation, excise taxes, sales taxes, value-added taxes and use taxes, duties and license fees.
8. Claims. ALL SALES ARE FINAL. In no case are Goods to be returned without first obtaining N-Tron's written permission. Failure to make written claims for defects, damage or shortages within ten (10) days after delivery shall constitute Buyer's irrevocable acceptance of the Goods and admission that the Goods fully comply with the terms, conditions and specifications of the Acknowledgement.
9. Limitations on Actions. Any action brought against N-Tron must be commenced within one (1) year of the date of accrual of the cause of action, or it shall be barred.
10. N-Tron's Remedies. In the event of any breach or default by the Buyer, N-Tron may pursue any of the following remedies, none of which are exclusive: (a) terminate or cancel the Acknowledgement; (b) retain any down payment made by the Buyer and apply it first in reduction of damages to the extent of and as an offset to such damages, and second, to the reduction of any other indebtedness of the Buyer to N-Tron, and (c) pursue any other remedies available at law or in equity. If N-Tron incurs expenses, including, without limitation, court costs, expenses and attorneys' fees, in attempting to collect any amount owed or to enforce any term or condition of the Acknowledgement, then Buyer agrees to pay to N-Tron, in addition to any other sums owed or relief sought, all such expenses to the fullest extent permitted by law.
11. Indemnity. Buyer shall indemnify, save and hold harmless N-Tron from any and all loss, cost, expenses and damages, including reasonable attorneys' fees, on account of any and all manner of claims, demands, actions and proceedings, concerning any Goods sold, that may be instituted against N-Tron: (a) alleging infringement for Goods made to Buyer's specification; (b) arising out of the change to, or alteration of the Goods by N-Tron or any third party; (c) involving the use by N-Tron or any third party of the Goods in a manner or application not normally intended by N-Tron; or (d) involving any negligence whatsoever on the part of the Buyer or any third party.
12. Non-Waiver. No waiver by N-Tron of any breach of the Acknowledgement shall operate as a waiver of such breach, or of any subsequent breach thereof.
13. Severability. If any portion of the Acknowledgement shall be held invalid, those parts of the Acknowledgement that are not held invalid shall continue in full force and effect.
14. Choice of Law. The Acknowledgement, any offer by the Buyer and any matter related thereto shall be governed by the laws of the State of Alabama (U.S.A.), without regard to principles of conflict of laws. Any action, suit, or other legal proceeding which is commenced to resolve any matter arising under or relating to the Acknowledgement or this transaction shall be commenced and prosecuted only in a state or federal court located in Mobile, Alabama.
15. Entire Agreement, Assignment and Modification. The Acknowledgement, which exclusively sets forth the rights and obligations of the parties, (a) constitutes the final and entire agreement between the parties, superseding all prior written or oral communications between the parties, and (b) may not be modified or assigned except in a writing signed by both parties.
N-Tron Form 603995
N-Tron Corp. Terms & Conditions of Purchase
1. COMPLETE CONTRACT: This document contains the complete and exclusive statement of the terms of the agreement between Buyer and Seller. It supersedes all previous requests, quotations or oral agreements. If Seller accepts this Purchase Order ("Order") or provides any items listed in the Order, Seller is deemed to have agreed to these conditions. Any additional or different terms will not be part of the Order unless acknowledged in writing and signed by an authorized representative of Buyer.
2. PRICE: Buyer shall pay Seller the price shown on this Order. The price is firm and not subject to escalation without Buyer’s written consent. No extra charges of any kind (e.g. charges for boxing fuel surcharges or cartage) will be allowed. If there are any issues regarding additional costs, they must be surfaced to Buyer prior to shipment and Buyer must issue a written change order to Seller. If Buyer’s shipping instructions are not followed, Buyer will deduct any excess costs from Seller.
3. PAYMENT: Buyer agrees to pay Seller pursuant to the mutually agreed upon terms in effect between Buyer and Seller at the time of the Order. In the event that Buyer and Seller do not have mutually agreed to terms on file, Buyer’s standard payment terms are net sixty (60) days.
4. HOLD FOR RELEASE: If this is a "hold for release" Order and/or "for drawings only", then Buyer shall not incur any liability to Seller for the products unless and/or until Buyer instructs Seller in writing to proceed with product production and/or further performance.
5. CHANGES: Buyer may change this Order. Seller shall notify Buyer within 10 days if any change affects price or delivery so that parties can negotiate an equitable adjustment. All changes must be acknowledged in writing and signed by an authorized representative of Buyer.
6. DELIVERY AND PERFORMANCE: Seller shall provide deliverables and perform services according to Buyer’s schedule. If Buyer request that the Order be shipped "collect", Seller shall use the transportation carrier designated by Buyer. If Seller is unable to make delivery in accordance with the schedule, Seller shall immediately notify Buyer and provide a revised date. Seller is not liable for delays in performance or delivery due to a cause beyond its reasonable control. If Seller does not comply with Buyer’s delivery schedule or fails to make progress as to endanger performance, Buyer may, at its option, either approve a revised delivery schedule or terminate this Order without liability to Buyer, in addition to pursuing any other rights. Buyer may return, at Seller’s expense, items delivered to Buyer early.
7. WARRANTIES: Seller warrants that the products are new and covered by the manufacturer’s warranty, which will be extended to the Buyer and/or the Buyer’s customer. Seller also warrants that the products and services sold will be free from defects in material, workmanship and title, and will conform to the requirements of this Order for a period of at least twelve (12) months from the date of shipment to the ultimate customer, or twelve (12) months after completion of services.
8. SELLER LIABILITY: Seller agrees to defend Buyer, at Seller’s expense, against all claims made against Buyer, arising out of or relating to Seller’s products or Seller’s performance under this Order, including but not limited to, claims based on (1) breach of any of the warranties set forth in this contract, (2) late performance (except excusable delays), (3) defective products or performance, (4) failure of products or Seller’s performance to conform to specifications, the National Electrical Code or government code requirements, or (5) infringement of any patent, trademark or copyright. Seller further agrees to indemnify Buyer for all judgments, settlements, expenses and legal fees that Buyer incurs arising from such claims, including, if Seller fail to defend, legal fees and expenses of enforcement of this indemnity.
9. WORK ON PREMISES: Seller shall ensure that its personnel comply with Buyer’s or Buyer’s customers’ environmental and safety requirements for any work performed on Buyer’s or Buyer’s customers’ premises. Seller shall indemnify Buyer and Buyer’s customer(s) from any claim which may result in any way from any act or omission by Seller or Seller’s representatives while performing Work on Buyer’s or Buyer’s customers’ premises, except to the extent that such claim is due solely and directly by an act or omission Buyer or Buyer’s customer(s).
10. ASSIGNMENT: Any assignment of the Order will be void without the other party's prior written consent, which will not be unreasonably withheld.
11. SET-OFF: Buyer may at all times set off any amount that Seller, or any affiliate of Seller, owes to Buyer against any amount that Buyer, or any affiliate of Buyer, owes to Seller.
12. TERMINATION: Buyer may terminate any part of the Order for its convenience at any time. If this occurs, Buyer shall negotiate reasonable termination charges with Seller. Buyer may terminate the Order with no further liability to Buyer, in addition to pursuing other remedies, if (1) Seller fails to perform any provision of this Order or fails to make progress as to endanger performance, and Seller does not cure such failure within ten (10) days after Buyer provides Seller with written notice, (2) Seller ceases to conduct operations in the normal course of business, (3) any proceeding under any bankruptcy or insolvency laws is brought by or against Seller, (4) a receiver is appointed or applied for, or (5) an assignment for the benefit of creditors is made by Seller.
13. CONFIDENTIAL INFORMATION: Seller shall keep confidential any technical, process, proprietary or economic information derived from drawings, 3D or other models, specifications and any other data and/or information furnished by Buyer in connection with this Order (the “Confidential Information”) and shall not divulge, directly or indirectly, the Confidential Information for the benefit of any other party without Buyer's prior written consent. The restrictions in this Section regarding the Confidential Information shall be inoperative as to particular portions of the Confidential Information disclosed by Buyer to Seller if such information: (i) is or becomes generally available to the public other than as a result of disclosure by Seller; (ii) was available on a non-confidential basis prior to its disclosure to Seller; (iii) is or becomes available to Seller on a non-confidential basis from a source other than Buyer when such source is not, to the best of Seller’s knowledge, subject to a confidentiality obligation with Buyer, or (iv) was independently developed by Seller, without reference to the Confidential Information, and Seller can verify the development of such information by written documentation. Upon request of Buyer, Seller shall promptly return to Buyer all Confidential Information, including any copies thereof, and shall destroy (with such destruction certified in writing by Seller) all copies thereof. Seller shall not make any announcement, take or release any photographs (except for its internal operation purposes for the manufacture and assembly of the goods), or release any information concerning this Order or any part thereof or with respect to its business relationship with Buyer, to any third party, member of the public, press, business entity, or any official body except as required by applicable law, rule, injunction or administrative order without Buyer’s prior written consent
14. INSURANCE: Seller shall maintain during the term of this Order, at its own expense, Workers’ Compensation insurance as required by law, employer’s liability insurance, general liability insurance and automobile insurance in amounts acceptable to Buyer. Seller agrees to provide Buyer with thirty (30) day’s written notice of any change in, or cancellation of, the insurance. Upon our request, Seller shall provide Buyer an insurance certificate reflecting the above.
15. GOVERNMENTAL COMPLIANCE: Seller shall comply with all laws and regulations applicable to the Order when the items are delivered or services are performed, including without limitation:
15.1. Fair Labor Standards Act. Seller represents that the items were produced in compliance with the Fair Labor Standards Act of 1938 as amended.
15.2. Use of Workers/Subcontractors. Unless exempt, Seller shall comply with the Equal Opportunity Clause in 41 CFR 60-1.4; the Affirmative Action Clause regarding Disabled Veterans and Veterans of the Vietnam Era in 41 CFR 60-250-4; the Affirmative Action Clause regarding Handicapped Workers in 41 CRR 60-741.4; any other provisions required by the Office of Federal Contract Compliance Programs as set forth in 41 CFR Chapter 60; and any other applicable Executive Orders.
15.3. Environmental Safety. Seller represents and warrants that each chemical substance listed or contained in an item listed in the Order is on the list of chemical substances published by the Administrator of the Environmental Protection Administration under the Toxic Substances Control Act as amended. Seller also warrants that the items comply with the Federal Hazardous Substances Act as amended.
15.4. Labor Force. Seller certifies that no products supplied under this Order have been produced utilizing forced, indentured or convict labor or utilizing the labor of persons in violation of the minimum working age law in the country of manufacture. In the event Buyer determines that Seller’s certification is untrue, Buyer shall have the right to immediately terminate this Order without further compensation to Buyer, in addition to pursuing any other rights.
15.5. Material Safety Data Sheets ("MSDS"). Seller shall provide MSDS sheets, as required by law with each shipment or on Seller’s website.
