Terms and Consitions
THE SALE OF PRODUCTS AND SERVICES (“PRODUCTS”) BY Nikkotronics ARE SUBJECT TO THESE TERMS AND CONDITIONS (“AGREEMENT”) REGARDLESS OF OTHER OR ADDITIONAL TERMS OR CONDITIONS THAT CONFLICT OR CONTRADICT THIS AGREEMENT IN ANY PURCHASE ORDER, DOCUMENT, OR OTHER COMMUNICATION (“ORDER”). PREPRINTED TERMS AND CONDITIONS ON ANY CUSTOMER (“CUSTOMER”) DOCUMENT (FOR EXAMPLE: PURCHASE ORDERS OR CONFIRMATIONS.) AND/OR Nikkotronics’S FAILURE TO OBJECT TO CONFLICTING OR ADDITIONAL TERMS WILL NOT CHANGE OR ADD TO THE TERMS OF THIS AGREEMENT.
1. ORDERS. All Orders are subject to acceptance by Nikkotronics, Nikkotronics reserves the right to allocate the sale of Products among its customers. Orders for special, custom, value-added and Products specifically identified by Nikkotronics as non-standard are non-cancelable and non-returnable (“NCNR”). The Customer may not cancel or reschedule Orders for standard Products without Nikkotronics Inc’s consent, which shall not be unreasonably withheld.
2. PRICES. Nikkotronics’ quoted prices are valid for 30 days or as otherwise stated in its quote. Nikkotronics may increase prices if the costs increase or other circumstances beyond reasonable control. Prices are for Products only and do not include taxes, impositions and any other charges, fees, shipping charges and duties imposed by any government authority. Customer is responsible for any additional fees and taxes.
3. TERMS OF PAYMENT. Payment of the total invoice amount, without offset or deduction, is due 30 days from the invoice date. On any past due invoice, interest may be charged from the payment due date to the date of payment (at Federal Reserve rate per month), plus reasonable attorney fees and collection costs. Nikkotronics may change the terms of Customer’s credit at any time.
4. DELIVERY AND TITLE. Customer is responsible for all shipping costs and any applicable surcharges. Title and risk of loss pass to Customer upon delivery of the Products to the carrier. The delivery dates are best estimates only and Nikkotronics is not liable for delays in delivery. Nikkotronics reserves the right to make partial shipments and Customer will accept delivery and pay for the Products delivered. A delayed delivery of any part of an Order does not entitle Customer to cancel other deliveries.
5. ACCEPTANCE OF PRODUCTS AND PRODUCT RETURNS. Customer must notify Nikkotronics in writing of any damage, shortage, or other discrepancy to Products within 14 days after delivery. After the 14th day Customer is deemed to have accepted the Products and may not revoke acceptance. Customer cannot return Products without a return material authorization (“RMA”) number. Returned Products must be in original manufacturer’s shipping cartons or equivalent. Customer must return all Products, freight prepaid, as specified in the RMA and pay any restocking charges. At Nikkotronics’ discretion, all returns are not eligible for freight collect, or hold Product for Customer’s account at Customer’s expense.
6. Nikkotronics’ LIMITED WARRANTY. Nikkotronics will transfer to Customer any Product warranties and indemnities authorized by the manufacturer, including any transferable warranties and indemnities for intellectual property infringement. Nikkotronics warrants the Products will conform to the manufacturer’s specifications. Nikkotronics MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED. Nikkotronics MAKES NO WARRANTY OF MERCHANTABILITY, FITNESS FOR PURPOSE OR NON-INFRINGEMENT. If Products do not meet manufacturer’s specifications or if value-added work by Nikkotronics does not meet Customer’s specifications, Nikkotronics has the option to (1) repair the Products, (2) replace the Products at no cost to Customer; or (3) refund Customer’s purchase price. Customer must return Products to Nikkotronics, along with acceptable proof of purchase, within 30 days from date of delivery, freight charges prepaid.
7. LIMITATION OF LIABILITY. Nikkotronics IS NOT LIABLE FOR AND CUSTOMER IS NOT ENTITLED TO ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES; FOR EXAMPLE, LOSS OF PROFITS OR REVENUE, LOSS OF DATA, LOSS OF USE, REWORK, MANUFACTURING EXPENSE, INJURY TO REPUTATION, OR LOSS OF CUSTOMERS. CUSTOMER’S RECOVERY FROM Nikkotronics FOR ANY DIRECT DAMAGES WILL NOT EXCEED THE PRICE OF THE PRODUCT AT ISSUE. CUSTOMER WILL INDEMNIFY, DEFEND AND HOLD Nikkotronics HARMLESS FROM ANY CLAIMS BASED ON; (i) Nikkotronics COMPLIANCE WITH CUSTOMER’S DESIGNS, SPECIFICATIONS, OR INSTRUCTIONS, (ii) MODIFICATION OF ANY PRODUCTS BY ANYONE OTHER THAN Nikkotronics OR (iii) USE IN COMBINATION WITH OTHER PRODUCTS.
8. FORCES BEYOND Nikkotronics’ CONTROL. Nikkotronics is not liable for failure to fulfill its obligations for any accepted Order or for delays in delivery due to causes beyond its reasonable control, (for example: acts of God, acts or omissions of the Customer, man-made or natural disasters, epidemic or medical crises, materials shortages, strikes, acts of terrorism, delays in transportation, or inability to obtain labor or materials through its regular sources).
9. USE OF PRODUCTS. Products are not authorized for use in critical safety or other applications where a failure may reasonably be expected to result in personal injury, loss of life, or catastrophic property damage. If Customer uses or sells the Products for use in any such applications, Customer acknowledges that such use or sale is at Customer’s sole risk. Customer will indemnify, defend and hold Nikkotronics and the Product manufacturer harmless from and against any and all liabilities and costs arising out of or in connection with such use or sale.
10. EXPORT/IMPORT. Certain Products sold by Nikkotronics and other related technology and documentation are subject to export control laws, regulations and orders of the United States/ Canada and the export or import control laws and regulations of other countries. Customer will not directly or indirectly export or divert any Products and other related technology and documentation to any third party or country where such export or transmission is restricted or prohibited. Customer agrees it is responsible to obtain any license to export, re-export, or import as may be required.
11. PRODUCT INFORMATION. Product information, including information related to a Product’s specifications, export/import control classifications, uses or conformance with legal or other requirements, is obtained by Nikkotronics from its suppliers or other sources. Such information is provided by Nikkotronics on an “AS IS” basis. Nikkotronics makes no representation as to the accuracy or completeness of the Product information, and disclaims all representations, warranties and liabilities under any theory with respect to the Product information, including any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Nikkotronics recommends Customer validate any Product Information before using or acting on such information. All Product information is subject to change without notice. Nikkotronics is not responsible for typographical or other errors or omissions in Product information.
12. GENERAL.
Customer may not assign this Agreement without the prior written consent of Nikkotronics. Nikkotronics or its affiliates may perform the obligations under this Agreement. This Agreement is binding on successors and assigns.
This Agreement can only be modified in writing signed by authorized representatives of both Nikkotronics and Customer.
Statements or advice (technical or otherwise) if given without charge, are an accommodation to Customer and Nikkotronics has no responsibility or liability for the content or use of such statements or advice.
Nikkotronics failure to object to any document, communication, or act of Customer will not be deemed a waiver of any of these terms and conditions.
The unenforceability of any of these terms or conditions will not affect the remainder of the terms or conditions.
Products, including software or other intellectual property, are subject to any applicable rights of third parties, such as patents, copyrights and/or user licenses.
Customer and Nikkotronics will comply with applicable laws and regulations.