NOZZTEQ, INC. STANDARD TERMS AND CONDITIONS OF SALE
- Terms and Conditions. All orders (an order or multiple orders shall be collectively referred to herein as the “Orders”) placed by the entity purchasing goods and services (“Buyer”) from NozzTeq, Inc. (“Seller”) are expressly conditioned on Buyer’s agreement to these Standard Terms and Conditions of Sale (“Terms and Conditions”). Unless otherwise agreed in writing, and subject to any effective Dealer Agreements, Seller represents, warrants, and affirms that it has not agreed to any other terms and conditions applicable to the Orders and any such other terms or conditions are hereby expressly rejected by Seller. Purchase orders, communications between Seller and Buyer, trade usage, and course of dealing between Seller and Buyer cannot, and do not, alter, modify, or change these Terms and Conditions, unless otherwise specified or permitted herein. By placing Orders, Buyer expressly agrees that it has read and understood these Terms and Conditions and accepts them.
All product(s) furnished by Seller are sold according to these Terms and Conditions, as they may be amended from time to time by Seller, subject to any effective Dealer Agreements. These Terms and Conditions may be changed, altered, amended, or otherwise modified by Seller at any time, for any reason, at its discretion.
Quotations. Unless otherwise specified in the quotation, Seller’s quotation shall expire thirty (30) days from its date and may be modified or withdrawn by Seller before receipt of Buyer’s conforming acceptance.
- Payment/Prices. Unless otherwise quoted or acknowledged by Seller, payment terms are net thirty (30) days from the date of any invoice issued by NozzTeq related to Orders. Payment for all Products due shall be paid according to the terms appearing on the face of the invoice and quotation from Seller, unless otherwise agreed in writing by Seller and Buyer. All payments must be made in US Dollars. If Buyer is delinquent in the payment of any invoice or amount due, Seller may, in its discretion and without prejudice to its other rights, suspend or withhold shipment (including partial shipments) of any Orders and require Buyer to prepay for further shipment.
Prices invoiced shall be per pricelist in effect at the time of shipment. Prices are subject to increase for inclusion of any and all taxes which are applicable and which arise from the sale, delivery, or use of the product(s), and the collection of which Seller is or may be responsible to provide to any governmental authority, unless acceptable exemption certificates are provided by Buyer in accordance with applicable law. Buyer shall pay all charges for transportation and delivery and all excise, order, occupation, use or similar taxes, duties, levies, charges or surcharges applicable to the product(s) being purchased, whether now in effect or hereafter imposed by any governmental authority, foreign or domestic.
Warranty. SELLER MAKES NO WARRANTIES OR REPRESENTATIONS AS TO ANY PRODUCT EXCEPT AS SET FORTH IN THE NOZZTEQ, INC. LIMITED WARRANTY PROVIDED WITH THE PRODUCT.
- Delivery. NozzTeq will use reasonable efforts to meet the requested shipment schedule, but does not guarantee a delivery time, and assumes no liability for additional costs or damages resulting from late, delayed, or cancelled deliveries. Seller will notify Buyer promptly of any material delay and will specify the estimated revised delivery date, or inform it of cancellation, as soon as practicable. UNDER NO CIRCUMSTANCES SHALL SELLER HAVE ANY LIABILITY WHATSOEVER FOR LOSS OF USE OR FOR ANY DIRECT OR CONSEQUENTIAL DAMAGES RESULTING FROM DELAY OR CANCELLATION OF ANY ORDERS OR INVOICE(S) REGARDLESS OF THE REASON(S).
All product(s) will be shipped F.O.B. point of origin, unless otherwise agreed in writing by Seller and Buyer, and Buyer shall be responsible for and shall pay all freight costs, shipping costs, and insurance costs from that point. Seller, in its sole discretion, will determine and arrange the means and manner of transportation of the product(s). Buyer shall bear all risk of loss commencing with the shipment or distribution of the product(s) from Seller’s warehouse or facility. Additional freight or shipping charges shall be paid Buyer for less-than-truckload (LTL) shipments, Stop-over/Drop shipments, delays caused by Buyer or Buyer’s customer, and demurrage.
Buyer or Buyer’s customer/agent shall be responsible for a careful and complete examination of the Products at time of delivery. Order shortages or errors must be reported to Seller within fifteen (15) days from receipt of shipment. No product(s) may be returned without securing written approval from Seller.
Delays or Default in Delivery. Seller shall have no liability to Buyer for Seller’s delay or default in delivery due to circumstances or events beyond its control, including, but not limited to, strikes, secondary boycotts, riots, wars, accidents, fires, floods, explosions, vandalism, government embargoes, priorities or regulations, transportation delays, shortages of labor, fuel, materials, supplies, power, transportation facilities or tooling capacity, the impact of the outbreak of COVID-19 or any other epidemics, or other similar or dissimilar causes beyond Seller’s reasonable control whether or not foreseeable. Under no circumstances shall Seller have any liability for penalties or other damages, including, but not limited to, direct or consequential damages of any kind resulting in whole or in part from Seller’s delay in delivering, or failure to deliver, any PRODUCTS OR goods to, or perform services for, Buyer as agreed OR OTHERWISE.
Returns. NozzTeq accepts the return of unused products with a minimum fifteen percent (15%) restocking fee, subject to the following conditions:
- all returns require a Return Material Authorization (“RMA”) number, which can be obtained from NozzTeq. All RMAs require pertinent information such as the reason why the product is being returned, hours used, serial number, purchase order number, etc. RMAs will expire after sixty (60) days;
- unless NozzTeq provides prior written consent, NozzTeq will not accept returns after six (6) months from the date of purchase;
- NozzTeq will only accept returns of Products that NozzTeq at its sole discretion deems to be in full sellable condition;
- NozzTeq will not accept damaged, obsolete, or custom-made parts.
- Limitation of Liability. THE REMEDIES OF THE BUYER SET FORTH IN THESE TERMS AND CONDITIONS ARE EXCLUSIVE AND ARE ITS SOLE REMEDIES FOR ANY FAILURE OF SELLER TO COMPLY WITH ITS OBLIGATIONS HEREUNDER. NOTWITHSTANDING ANY PROVISION IN THESE TERMS AND CONDITIONS OF SALE TO THE CONTRARY, IN NO EVENT SHALL SELLER BE LIABLE IN CONTRACT, WARRANTY, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE FOR DAMAGE TO PROPERTY OR EQUIPMENT OTHER THAN PRODUCTS SOLD HEREUNDER, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF PRODUCTS OR ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES, DOWNTIME COSTS, DELAYS, CLAIMS OF CUSTOMERS OF THE BUYER OR OTHER THIRD PARTIES, OR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER, REGARDLESS OF WHETHER SUCH POTENTIAL DAMAGES ARE FORESEEABLE OR IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SELLER’S TOTAL CUMULATIVE LIABILITY ARISING FROM, CONNECTED WITH, RESULTING FROM, OR RELATED TO THESE TERMS AND CONDITIONS, WHETHER THE CLAIMS ARE BASED IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, SHALL NOT EXCEED THE PRICE PAID FOR THE PRODUCT.
Modification. Except for any effective Dealer Agreement, these Terms and Conditions are intended by Seller and Buyer to constitute a final, complete, and exclusive expression of agreement relating to the subject matter hereof and cannot be supplemented or amended without Seller’s prior written approval. However, nothing herein shall supersede, invalidate, void, or modify an effective Dealer Agreement.
Waiver. No failure by any party to insist upon the strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach of any other covenant, duty, agreement, or condition.
Severability. If any provision of these Terms and Conditions is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the other portions hereof.
Disputes. Seller and Buyer shall attempt in good faith to promptly resolve any dispute arising under these Terms and Conditions by negotiations between representatives who have authority to settle the controversy. Any dispute not so resolved by negotiation or mediation may then be submitted to a court of competent jurisdiction in accordance with the terms hereof. These procedures are the exclusive procedures for the resolution of all such disputes between the Seller and Buyer, unless otherwise agreed in writing.
Governing Law. All sales, agreements for sale, offers to sell, proposals, acknowledgments, and contracts of sale, including, but not limited to, purchase orders accepted by Seller, shall be considered a contract under the laws of the State of Illinois and the rights and duties of all persons, and the construction and effect of all provisions hereof, shall be governed by and construed according to the laws of such state.
Jurisdiction and Venue. Seller and Buyer agree that the state courts located within the County of LaSalle, State of Illinois and the federal courts which encompass the County of LaSalle, State of Illinois shall have sole and exclusive jurisdiction over any litigation concerning any dispute arising under these Terms and Conditions as well as any alleged defects of any Products or damages sustained as a result of such alleged defects. Seller and Buyer further agree that should any litigation be commenced in connection with such a dispute, it shall only be commenced in such courts. Seller and Buyer agree to the exclusive jurisdiction of such courts and neither will raise any objection to the jurisdiction and venue of such courts, including as a result of personal jurisdiction or inconvenience.
- Attorney’s Fees. If any litigation is commenced between Seller and Buyer, or their personal representatives, concerning any provision hereof, the party prevailing in the litigation shall be entitled, in addition to such other relief that is granted, to an award of and reimbursement of its attorneys’ fees and costs in such litigation.