nu
ForCE
TERMS AND CONDITIONS
OF
SALE
Section O.Refer to
"Nuforce
Limited Warranty" document.
Scope. These terms and conditions
of
sale (these
''Terms'')
apply to all sales
of
products (the "Products") by Nuforce Inc.
("NuForce"), aCalifornia corporation, to buyer
of
the Products ("Buyer"). These Terms (along with the specific terms
of
the attached
purchase order) constitute the complete and entire agreement between the parties relating to the subject matter hereof, and supersede
any and all prior and contemporaneous other terms or conditions, whether oral or written, including negotiations, prior quotations and
purchase orders between the parties. These
Terms
may be modified only by awriting signed and approved by an authorized
representative
ofNuForce.
NuForce'
failure to object to any term or condition contained
in
any communication from Buyer (including
in any purchase order) shall not be deemed awaiver or modification
of
these Terms. These Terms shall not be modified,
supplemented, qualified
or
interpreted by any trade usage
or
prior course
of
dealing.
Orders. Subject to Section 0, acontract between NuForce and Buyer shall be formed only upon NuForce' written acceptance
of
Buyer's
order or shipment
of
Products to Buyer pursuant to
Buyer's
written purchase order.
IfNuForce
accepts by shipment, then the
acceptance shall only be for the quantity shipped.
Title and Delivery.
Title and Risk
of
Loss. Delivery is F.O.B.
NuForce'
point
of
shipment ("Delivery"). NuForce may exercise
NuForce'
own discretion
in selecting the method
of
shipment. The risk
of
loss passes to Buyer upon delivery to the carrier at NuForce' point
of
shipment.
NuForce retains title to the Products until NuForce has received payment
in
full
of
all sums due
in
connection with the sale
of
Products
to Buyer. NuForce hereby reserves and Buyer hereby grants to NuForce apurchase money security interest
in
the Products sold and
the proceeds thereof, including accounts receivable, until Buyer pays NuForce the purchase price
in
full.
Shipment and Delivery. Any scheduled ship date quoted is approximate and not the essence
of
the contract. Claims
oflate
delivery
are barred unless made prior to receipt
of
Products.
Buyer's
sole remedy for delay
in
or failure to deliver shall be cancellation
of
the
applicable order.
Pricing. NuForce reserves the right to increase prices for any unshipped Products
if
the cost to NuForce for supplies, raw materials,
labor
or
services is materially increased. The prices quoted on the attached purchase order shall be valid only for the period
of
time
there indicated. All prices are exclusive
of
transportation, insurance, taxes, duties and other charges related thereto; unless NuForce
receives acertified tax exemption from Buyer prior to shipment. Buyer agrees to indemnify, defend and hold NuForce harmless from
any loss or expense arising out
of
or related to
NuForce'
reliance on any tax exemption provided by Buyer.
Payment. Except as otherwise specifically designated on the invoice, payment shall be due and payable within 30 days from the date
of
the invoice. NuForce reserves the right at any time to modify or withdraw any credit extended to Buyer.
If
in
NuForce'
sole
discretion, NuForce may require full
or
partial payment in advance
of
any shipment
of
Product. If Buyer becomes delinquent
in
any
payment to NuForce, NuForce has the right to suspend performance until such delinquency is corrected. Regardless
of
any statement
appearing on acheck
in
payment for Product, NuForce' acceptance
of
such check shall not constitute awaiver
ofNuForce'
right to
pursue the collection
of
any remaining balance. NuForce reserves the right to charge alate fee on late payments at the lesser
of
one
and 1.5% per month
or
the maximum rate allowable by law, together with
NuForce'
costs
of
collections including attorneys' fees.
Acceptance. Use
of
the Products by Buyer or its agents, or the failure by Buyer to reject the Products within 5days following
Buyer's
delivery
of
such Products shall constitute acceptance by the Buyer.
NuForce'
Limited Warranty and Limitation
of
Liabilities.
Full Refund Period. For aperiod
of
30 days after shipment (the "Refund Period"), Buyer may return the Products to NuForce for a
full refund. To qualify for this refund, the Products must be returned
in
their original packaging and a15% restocking fee will apply
to damaged (including blemish on
product's
surface) Products.
Limited Warranty. For aperiod (as specified in the Warranty Coverage section) after conclusion
of
the Refund Period, NuForce
warrants (i) this product against defects
in
materials and workmanship, and (ii) that each Product, unmodified and under normal use
and conditions, will substantially comply with NuForce' applicable written technical documentation for the Product. NuForce
reserves the right to make substitutions and modifications from time to time
in
the specifications
of
Products sold by NuForce,
provided that such substitutions or modifications
do
not materially affect overall Product performance.
Limitations. EXCEPT FOR
NUFORCE'
LIMITED
WARRANTY
SET FORTH
IN
SECTION 0ABOVE, NUFORCE
SPECIFICALLY
DISCLAIMS
ANY
AND
ALL EXPRESS, IMPLIED OR
STATUTORY
WARRANTIES,
INCLUDING
THE
iMPLIED
WARRANTIES
OF
FITNESS FOR APARTICULAR PURPOSE, OF
MERCHANTABILITY
AND AGAINST
INFRINGEMENT.
THE
EXPRESS
WARRANTY
IN
SECTION 0ABOVE
SHALL
EXTEND
TO
BUYER ONLY AND NOT
TO
BUYER'S
CUSTOMERS
OR
ANY
THIRD
PARTY.
NO
PERSON
IS
AUTHORIZED
TO
MAKE ANY
WARRANTY
OR
REPRESENTATION
ON
BEHALF
OF NUFORCE
CONCERNING
THE
PRODUCTS
OTHER
THAN
THE
LIMITED
WARRANTY
EXPRESSLY SET FORTH
IN
SECTION
O.
BUYER WILL BE SOLELY RESPONSIBLE FOR AND WILL
INDEMNIFY,
DEFEND
AND HOLD HARMLESS
NUFORCE
FROM AND
AGAINST
ANY
AND
ALL LIABILITIES,
DAMAGES,
COSTS
AND
EXPENSES RELATED
TO
ANY
WARRANTIES
WITH
RESPECT
TO
THE
PRODUCTS OTHER
THAN
THOSE
SET
FORTH
IN
SECTION 0OR ANY USE
OF
THE
PRODUCTS
OR
RESALE
OF
THE
PRODUCTS.
Liability. With respect to any claims asserting breach
of
the limited warranty set forth in Section 0, NuForce' exclusive liability and
Buyer's
sole remedy, is at
NuForce'
option, to replace or repair the defective Product or to issue credit to Buyer for the purchase price
of
the Product (without interest), provided that prior to any replacement, repair or credit the following conditions are satisfied:
(i) NuForce is promptly notified in writing by Buyer upon discovery
of
any such default; (ii) the defective Product is returned to
NuForce, transportation charges prepaid by Buyer, accompanied by a
brief
statement explaining the alleged defect; and (iii) NuForce'
examination
of
such Product shall disclose to NuForce' satisfaction that such failures did not arise as aresult
of
misuse, abuse,
3
356
South
Abbott
Avenue, Milpitas,
CA
95035,
USA·
PHONE: +1-408·890·6840 •FAX: +1-408·262·6877
nuforce.com
•EMAIL:
•Skype:
nuforce-sales
