NTI, LLC
TERMS AND CONDITIONS OF SALE
GENERAL PROVISIONS.
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.
1. 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.
2. 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.
3. TERMS OF
PAYMENT.
Terms of payment are Net Due. NTI accepts cash,
check American Express, VISA, MasterCard, UPS COD, and wire transfer
(fees apply). Purchase Orders accepted with credit approval. 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.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.
10. 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.
11. 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.
12. 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
13. 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.
14. 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, OH 44131
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