Seller's (Norck Inc. located in California, USA) acceptance of Buyer's order, or Seller's offer, is expressly conditioned on Buyer's agreement to the terms and conditions of these General Terms and Conditions of Sale (these "General Terms") that govern any resulting sale. Seller does not agree to any conflicting terms and conditions proposed by Buyer. Buyer's acceptance of items described in the accompanying quote ("Products") sold hereunder will manifest Buyer's consent hereto. If Buyer requests shipment based on telephone, online, email, mail, or facsimile order, Buyer does so with the understanding that these General Terms apply. No variation, addition, termination, or waiver of any term or condition will be binding on Seller unless in writing and signed by Seller's duly authorized representative.
All sales are final. The promised lead time count begins with the sales order document sent to the Buyer by the Seller or confirmation and approval of technical drawing for production by the Seller, whichever occurs later. No return is accepted and no refund is issued except that Seller cannot supply the goods per specifications as agreed with Buyer and/or within the promised delivery time (see Item 6 for excusable delays). Seller agrees to supply the goods and/or services per specifications provided by Buyer and/or provided by Seller, as ordered by Buyer. In case Seller cannot supply the goods as agreed, it may attempt to supply them again with the agreed specifications within a reasonable time or cancel the order and refund the payment received to Buyer. In no event will Seller's responsibility and liability exceed the amount of money it received from Buyer, and as soon as Seller returns the payment received from the Buyer, Seller's responsibility and liability cease. If Seller has not received any payment from Buyer, Buyer accepts that Seller has no liability and/or responsibility arising from the inability to supply ordered products as described and/or within the promised lead time (refer to Item 13 for more).
While permitted by law, Seller may outsource production of Buyer’s order(s) to third-party companies (contract manufacturers) in any country without geographical limitation, written notice, or Buyer’s consent. Seller may share with third parties Buyer’s purchase order–related information such as documentation, drawings, and specifications if provided by Buyer and without Buyer’s written or explicit consent. Seller is responsible for making agreements with third-party suppliers and contract manufacturers to keep Buyer’s order-related documentation and information private. However, Seller is not legally or financially liable for breaches of Buyer’s technical data or documentation by suppliers, whether intentional or unintentional. Seller may share Buyer’s documentation, drawings, and specifications with its contractors with Buyer’s written consent if there is a non-disclosure agreement (NDA) made between Buyer and Seller.
Seller is responsible for enforcing its contractors to keep Buyer’s information private for the period the NDA remains in effect.
Except as otherwise specifically agreed in writing, Seller will not be responsible for freight, transportation, insurance, shipping, packing, storage, handling, demurrage, damage, or similar charges. If such charges are included in the price, any increase in rates effective after the date hereof will be for the account of Buyer. Unless otherwise agreed in a writing signed by Seller, all sales will be Prepay & Add Freight/FOB Origin, Seller's warehouse. Title and risk of loss pass to Buyer upon delivery to Buyer at Seller's warehouse. All distribution drop shipments and factory-direct shipments are non-cancellable/non-returnable.
Prices are based on labor and material costs as of the quotation date. Any variation in those costs after that date will be for the account of Buyer after written notice of price variation has been given by Seller.
Except as otherwise provided by law, all sales, excise, and similar taxes or duties which Seller may be required to pay or collect with respect to the Products or their supply to Buyer will be for the account of Buyer. Where Buyer claims exemption from duty or tax, Buyer will furnish appropriate exemption certificate to Seller.
Seller will not be responsible for delays in delivery or failure to deliver due to causes beyond Seller's control.
Whether or not the Products are supplied according to Buyer’s specifications or within the promised lead time, Buyer indemnifies Seller and its affiliates, officers, directors, shareholders, managers, agents, employees, suppliers, subcontractors, servants, customers, successors, and assigns from any liabilities, obligations, losses, damages, penalties, claims, actions, suits, arbitrations, and costs (including, without limitation, attorneys' fees, litigation support charges, and expert witness fees) suffered by Seller with respect to (a) any claim that the Products infringe any intellectual property right, and (b) any claim that the Products were incorrectly or improperly manufactured, supplied, or installed. Seller will not be liable for errors, omissions, or inaccuracies in Buyer’s drawings/specifications or for installation obligations.
Unless otherwise expressly stated, Seller will have the right to deliver the Products in installments. All installments will be separately invoiced and paid without regard to subsequent deliveries. Failure to pay for any installment when due will excuse Seller from making future deliveries. Seller may subcontract any part of these terms to any person in any country.
THE PRODUCTS ARE SOLD "AS IS, WHERE IS". SELLER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. THIRD-PARTY WARRANTIES WILL BE PASSED ON TO BUYER AS APPLICABLE.
THE PRODUCTS ARE SOLD "AS IS, WHERE IS". SELLER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. THIRD-PARTY WARRANTIES WILL BE PASSED ON TO BUYER AS APPLICABLE.
Buyer must inspect the Products immediately upon receipt. Claims for shortages must be made within ten (10) days of receipt. All other claims, including for defects, must be made within fifteen (15) days of receipt or ten (10) days after discovery, whichever is earlier. Claims not made in writing within these deadlines are waived.
Buyer may not set off payments owed to Seller against any claims. Seller may terminate if Buyer becomes insolvent, makes an assignment for creditors, or is subject to bankruptcy proceedings.
Buyer’s exclusive remedy is damages, repair, or replacement of defective Products returned at Buyer’s expense. If repair or replacement is not possible, Seller may refund the purchase price for the defective items.
This instrument contains the entire agreement between the parties. No other terms, warranties, or obligations, express or implied, will be binding.
Seller is not liable for consequential, incidental, or indirect damages, including loss of profit, savings, or business. Seller’s aggregate liability will not exceed the purchase price paid for the Products in question.
Seller’s remedies are cumulative. Failure to enforce any provision does not constitute a waiver.
No prior course of dealings or trade usage will supplement these Terms. Buyer must comply with all applicable laws and regulations in connection with Seller’s agreement and Product use.
These Terms bind and benefit Seller and its successors. Buyer may not assign rights or delegate obligations without Seller’s prior written consent.
Any notice must be sent by registered or certified mail with return receipt (airmail if international) to the addresses on the purchase order, or by other agreed means. Notice is effective upon receipt.
Norck Robotics - A division of Norck Inc and Norck GmbH
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