All prices are quoted and all orders are accepted and all sales are expressly made conditional on Purchaser's assent to these terms and conditions and any additional or special terms and conditions included in NBS’s written quotations or acknowledgements, notwithstanding any purchase orders or offers to purchase by Purchaser containing different or additional provisions. Purchaser's acceptance of the goods shall, in any event, constitute acceptance of these terms and conditions, and Purchaser's agreement of NBS’s control over any terms, correspondence or forms supplied by Purchaser at any stage of the transaction. The prices quoted by NBS are subject to change as set forth below. NBS reserves the right to revoke this offer at any time before acceptance. This offer is not a firm offer. Unless sooner revoked, this offer shall expire on the expiration date set forth herein. This offer and the contract created by the Purchaser's acceptance hereof are subject to all of the terms and conditions including those limiting warranties and liability and providing for price change.
1. All quotations are based upon acceptance of the terms set forth herein and based upon and governed by NBS's interpretations of plans and specifications and are subject to change based upon changes in regulations issued by any governmental agency or any other governmental order.
2. Oral and written quotations terminate fourteen (14) calendar days after date of issuance unless stated differently on the face of this document. All quotations, including but not limited to price information published in catalogs, bulletins or price lists, are subject to revision prior to NBS's acceptance of the order.
3. After NBS's acceptance of an order, Purchaser's modifications shall not be effective unless accepted by NBS in writing. Acceptance may be conditioned upon Purchaser's acceptance of intervening price changes and price changes related to such modifications.
4. Shipments and deliveries hereunder shall at all times be subject to NBS's credit approval. If Purchaser shall fail to make any payments when due, NBS, in addition to other rights and remedies, may, at its option, defer shipments or deliveries except upon receipt of satisfactory security or cash before shipment.
5. All orders are subject to, and shall be effective only upon, written acceptance by a duly authorized representative of NBS or upon delivery of the goods.
6. After acceptance, an order cannot be cancelled by Purchaser without NBS's written consent and then only upon terms that will compensate NBS for lost profits and all costs and expenses (including any engineering, fabrication, storage, or shipping charges) applicable to the cancelled order.
7. Shipments which are delayed more than sixty (60) calendar days at Purchaser's request or by Purchaser's delay in supplying information necessary for shipment or the execution of the order may be invoiced and dated the day NBS is prepared to ship. Additional charges for warehousing, trucking, and other incidental expenses created by the delay may be imposed.
8. NBS reserves the right to make partial deliveries.
9. Shipping weights specified in NBS's literature and catalogs are estimated, not guaranteed. NBS assumes no responsibility for tariff classifications of carriers.
10. Delivery information and schedules are approximate and not guaranteed. Delivery means time of delivery to carrier. Delay by Purchaser in supplying specifications, custom parts and other information necessary for execution of the order or delay at Purchaser's request shall extend delivery schedules for a reasonable time. NBS will not accept any liability or pay any penalty or damages, liquidated or otherwise, for shipment or installations which are delayed by Purchaser or by any reason whatsoever.
11. NBS shall not be liable for any loss or damage caused by factors beyond its control including (without limitation) changes in government regulations, acts of God, Purchaser's acts or omissions, fires, strikes or other combined action of workmen, floods, earthquakes, serious accidents, epidemics, quarantines, wars, insurrections or riots, acts of civil or military authorities, transportation embargoes or interruptions, shortages, wrecks, severe weather, labor shortages, deliveries of components and materials and delays by NBS's suppliers. NBS may, in its sole discretion, allocate available merchandise among customers as it may determine or cancel orders without liability for any part thereof, not shipped to the Purchaser upon refunding any allocable advance payments received in respect of the cancelled portion.
12. Goods are shipped F.O.B. shipping point. When goods have been delivered to a carrier for shipment, the risk of loss passes to Purchaser and NBS's responsibility for delivery ends; but NBS agrees to furnish duplicate bills of lading and otherwise render reasonable assistance in making claims for damages against the carrier. Shipment must be examined carefully by Purchaser before being accepted from the carrier.
13. NBS assumes no responsibility for damage after having received "in good order" receipts from a carrier at shipping point and all loss, damage and delay in transit are at the risk of the Purchaser.
14. Merchandise damaged with container intact require the filing of a fully completed "Concealed Damage Report'' by the Purchaser with the carrier and, in any event, the sending of a copy thereof to NBS within 24 hours after the receipt of shipment by Purchaser.
15. Claims for shortages or non-conforming shipments must be made in writing and received by NBS immediately upon Purchaser's receipt of the shipment and no later than thirty (30) calendar days from the Order Ship Date. Purchaser must first receive a Returned Merchandise Authorization (RMA) number issued by a duly authorized representative of NBS. Failure to give such notice shall be deemed unqualified acceptance and a waiver by the Purchaser of any claim with respect to the shipment.
16. If the financial condition of the Purchaser is not satisfactory to NBS at the time shipment is ready or at any other time, NBS may cancel the order or require full or partial payment in advance of shipment.
17. NBS will not accept merchandise for return or claims for credit unless its permission has been first obtained and Purchaser receives a Returned Merchandise Authorization (RMA) number issued by a duly authorized representative of NBS. Any Customer requested return must be returned to NBS within thirty (30) calendar days of the RMA issuance date. The Purchaser retains the risk of loss and will reimburse NBS for any costs it incurs in connection with the shipment and return of the merchandise including, but not limited to, a minimum thirty percent (30%) handling, examination and repacking charge. Merchandise fabricated to order (mill order) is not returnable under any circumstances.
18. If the invoice is not paid when due, or it becomes necessary to enforce these terms and conditions, Purchaser agrees to pay all costs of the collection and enforcement, including attorney's fees, whether incurred in or out of court, in appeal, arbitration, bankruptcy court or in any insolvency proceedings.
19. NBS assumes no liability arising from penalty or liquidated damage clauses of any kind, written or implied, unless specifically approved in writing by its duly authorized representative.
20. In the event the goods described herein fail to conform to the confirmed order, Purchaser must give NBS written notice of such nonconformance within thirty (30) days of the Order Ship Date or Purchaser waives any rights with respect to this sale. Within a reasonable time after written notice and confirmation of such nonconformance, NBS will replace the non-conforming goods or in NBS’s sole discretion, will refund the purchase price of each portion of the goods as are rendered unusable as a result of such non-conformance. Purchaser agrees that this is the sole and exclusive remedy of the Purchaser with respect to this sale. NBS's sole liability on any claim arising out of this sale or replacement of non-conforming goods, whether in contract, warranty tort to otherwise, shall be limited to the purchase price of the goods that prove non-conforming. In no event shall NBS be liable for, and Purchaser shall hold NBS harmless from, any damages, direct, indirect or consequential, whether resulting from NBS's negligence or otherwise, arising out of, in connection with, or resulting from the goods sold herein, and any and all claims, actions, suits and proceedings which may be instituted in respect to the foregoing, including those made by subsequent owners and users of the goods. In the event the remedies provided by this contract fail of their essential purpose, NBS's liability will nonetheless be limited to the refund of whatever portion of the purchase price that has been paid.
21. All the terms and conditions set out herein shall be binding upon Purchaser and all subsequent owners and users of these goods. Without limitation of the foregoing however, the goods identified herein are sold subject to the condition that they shall not, nor any portion of them, by way of trade or otherwise, be lent, resold, or otherwise conveyed without similar conditions including this condition, being imposed on the subsequent borrower, purchaser or transferee.
22. Purchaser is solely responsible for compliance with all applicable government requirements. Purchaser shall inform NBS in writing of any requirements applicable to the products and/or materials ordered and NBS shall not be responsible for any failure to comply with requirements not so communicated.
23. All orders are accepted, and all sales are made, subject to the terms and conditions set forth herein and this statement is intended as a final, complete, and exclusive statement of the Parties' agreement. No statements, representations, agreements, or changes of any kind or any conflicting terms or conditions incorporated in any writing by Purchaser to NBS are binding on NBS unless specifically agreed to in writing, and signed by its duly authorized representative. Any and all prior statements, representations and agreements not incorporated herein are excluded and superseded hereby. No course of prior dealings between NBS and Purchaser, and no usage of trade shall be used to supplement any terms used in this agreement. Acceptance or acquiescence in a course of performance rendered under this agreement shall not be relevant to determine the meaning of this agreement.
24. These terms and conditions shall not be modified or rescinded by agreement, conduct or waiver unless specifically agreed to in writing, and signed by NBS's duly authorized representative.
25. The invalidity of all or a part of any of the terms and conditions set forth herein shall not invalidate the remainder of such terms and conditions.