Terms & Conditions

Welcome to N-TRON!

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.

Effective January 1, 2008, all N-TRON products carry a 3 year limited warranty.

N-TRON Limited Warranty

N-TRON, Corp. warrants to the end user that this hardware product will be free from defects in workmanship and materials, under normal use and service, for the applicable warranty period from the data of purchase from N-TRON or its authorized reseller. If a product does not operate as warranted during the applicable warranty period, N-TRON shall, at its option and expense, repair the defective product or part, deliver to customer an equivalent product or part to replace the defective item, or refund to customer the purchase price paid for the defective product. All products that are replaced will become the property of N-TRON. Replacement products may be new or reconditioned. Any replaced or repaired product or part has a ninety (90) day warranty or the remainder of the initial warranty period, whichever is longer. N-TRON shall not be responsible for any custom software or firmware, configuration information, or memory data of customer contained in, stored on, or integrated with any products returned to N-TRON pursuant to any warranty.

OBTAINING WARRANTY SERVICE: Customer must contact N-TRON within the applicable warranty period to obtain warranty service authorization. Dated proof of purchase from N-TRON or its authorized reseller may be required. Products returned to N-TRON must be pre-authorized by N-TRON with a Return Material Authorization (RMA) number marked on the outside of the package, and sent prepaid and packaged appropriately for safe shipment. Responsibility for loss or damage does not transfer to N-TRON until the returned item is received by N-TRON. The repaired or replaced item will be shipped to the customer, at N-TRON's expense, not later than thirty (30) days after N-TRON receives the product. N-TRON shall not be responsible for any software, firmware, information, or memory data of customer contained in, stored on, or integrated with any products returned to N-TRON for repair, whether under warranty or not.

RETURNING N-TRON PRODUCTS: Contact N-TRON, Corp at 251-342-2164 or N-TRON_RMA@n-tron.com to verify warranty and arrange for the return of N-TRON products.

WARRANTIES EXCLUSIVE: IF AN N-TRON PRODUCT DOES NOT OPERATE AS WARRANTED ABOVE, CUSTOMER'S SOLE REMEDY FOR BREACH OF THAT WARRANTY SHALL BE REPAIR, REPLACEMENT, OR REFUND OF THE PURCHASE PRICE PAID, AT N-TRON'S OPTION. TO THE FULL EXTENT ALLOWED BY LAW, THE FOREGOING WARRANTIES AND REMEDIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, TERMS, OR CONDITIONS, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES, TERMS, OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, CORRESPONDENCE WITH DESCRIPTION, AND NON-INFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. N-TRON NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH THE SALE, INSTALLATION, MAINTENANCE OR USE OF ITS PRODUCTS. N-TRON SHALL NOT BE LIABLE UNDER THIS WARRANTY IF ITS TESTING AND EXAMINATION DISCLOSE THAT THE ALLEGED DEFECT OR MALFUNCTION IN THE PRODUCT DOES NOT EXIST OR WAS CAUSED BY CUSTOMER'S OR ANY THIRD PERSON'S MISUSE, NEGLECT, IMPROPER INSTALLATION OR TESTING, UNAUTHORIZED ATTEMPTS TO OPEN, REPAIR OR MODIFY THE PRODUCT, OR ANY OTHER CAUSE BEYOND THE RANGE OF THE INTENDED USE, OR BY ACCIDENT, FIRE, LIGHTNING, POWER CUTS OR OUTAGES, OTHER HAZARDS, OR ACTS OF GOD. LIMITATION OF LIABILITY: TO THE FULL EXTENT ALLOWED BY LAW, N-TRON ALSO EXCLUDES FOR ITSELF AND ITS SUPPLIERS ANY LIABILITY, WHETHER BASED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND, OR FOR LOSS OF REVENUE OR PROFITS, LOSS OF BUSINESS, LOSS OF INFORMATION OR DATA, OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THE SALE, INSTALLATION, MAINTENANCE, USE, PERFORMANCE, FAILURE, OR INTERRUPTION OF ITS PRODUCTS, EVEN IF N-TRON OR ITS AUTHORIZED RESELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND LIMITS ITS LIABILITY TO REPAIR, REPLACEMENT, OR REFUND OF THE PURCHASE PRICE PAID, AT N-TRON'S OPTION. THIS DISCLAIMER OF LIABILITY FOR DAMAGES WILL NOT BE AFFECTED IF ANY REMEDY PROVIDED HEREIN SHALL FAIL OF ITS ESSENTIAL PURPOSE.

DISCLAIMER: Some countries, states, or provinces do not allow the exclusion or limitation of implied warranties or the limitation of incidental or consequential damages for certain products supplied to consumers, or the limitation of liability for personal injury, so the above limitations and exclusions may be limited in their application to you. When the implied warranties are not allowed to be excluded in their entirety, they will be limited to the duration of the applicable written warranty. This warranty gives you specific legal rights which may vary depending on local law.

GOVERNING LAW: This Limited Warranty shall be governed by the laws of the State of Delaware, U.S.A..

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 Delaware (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 Delaware.

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.

16. Export: Regardless of any disclosure made by Buyer to Supplier of the ultimate destination of Supplier products, Buyer shall not export either directly or indirectly any Supplier product, or any system incorporating said product either in contravention of statute or regulation or without first obtaining all required licenses and permits from the United States Department of Commerce and any other relevant agencies or departments of the United States government.

N-Tron Form 603995