The following terms and conditions shall apply to each order for products and services of NFI, LLC and shall constitute the entire agreement between the parties. The terms and conditions may not be varied, and no modification or addition shall be of any force or effect unless specifically accepted by NFI, LLC in writing.
Acceptance of orders that contain additional or different conditions of purchase printed on the order or other form shall not be binding upon NFI, LLC unless specifically agreed to in writing by an authorized representative of NFI, LLC.
If any conflict exists between the terms and conditions as set forth herein, and those terms and conditions as contained on Buyer’s purchase order, acceptance or other order form, THESE TERMS AND CONDITIONS SHALL SUPERSEDE AND GOVERN.
- Pricing – Upon NFI, LLC’s acceptance of a written purchase order, NFI, LLC will supply products at the price stated in NFI, LLC’s quotation, or if no quotation exists, then in NFI, LLC’s price list. NFI, LLC reserves the right to revise prices if Buyer has not placed an order for products and services subject to any quotation given to Buyer within thirty (30) days of the date of the quotation. In all other cases, NFI, LLC reserves the right to revise prices at any time without notice prior to the date of shipment of products. Buyer shall pay any extra costs reasonably and necessarily incurred by NFI, LLC as a result of any changes or modifications to specifications requested by buyer.
- Cancellation – Buyer may not cancel or revise any order accepted by NFI, LLC without prior written consent of NFI, LLC. Upon cancellation or revision of an order, Buyer shall pay NFI, LLC all costs reasonably and necessarily incurred in reliance upon the initial order received by NFI, LLC, including but not limited to work-in-process, unused raw material, and engineering up to the total cost of the purchase order. All such charges will be determined by NFI, LLC in its sole discretion at the time of cancellation or revision by Buyer.
- Payment – Payment terms are thirty (30) days net from date of invoice. NFI, LLC reserves the right, however, to modify the credit terms hereunder or to require payment in advance or C.O.D. when deemed advisable by NFI, LLC, in its sole discretion. Quantities shipped may vary by +/- 10% with invoice adjusted accordingly. All shipments are subject to both shipping and handling charges. Our payment terms are NET 30 to well rated firms. Credit terms are established at time of order placement. Credit card payments are encouraged. All orders are subject to normal nameplate and screen-printing trade terms.
- Late Payment – NFI, LLC reserves the right to Buyer Interest at 1.5% per month or the maximum legal rate, whichever is less, for any payments more than thirty (30) days overdue. Buyer shall also pay collection costs or court costs plus reasonable attorney’s fees if its account is referred to a collection agency or attorney for collection.
- Taxes – In addition to the stated purchase price, Buyer will pay any tax imposed by any federal, state, or other governmental authority on the sale of the products and/or services.
- Custom Tooling – Unless otherwise agreed in writing, all material processes, equipment, facilities and custom tooling, including but not limited to dies, molds, patterns and other special equipment, used in the manufacture of products covered by an order shall be and remain the property of NFI, LLC. NFI, LLC agrees to maintain all custom tooling furnished by NFI, LLC in operating condition for its ordinary life, but not more than two years after completion of the most recent product order.
- Delivery – Any delivery schedule that NFI, LLC may provide to Buyer represents a good faith estimate of delivery dates and shall not bind NFI, LLC to anything more than its reasonable efforts to meet such estimates. NFI, LLC will not be liable for any loss or expense (consequential or otherwise) incurred by Buyer as a result of any delay in delivery.
- Shipments – All deliveries hereunder to destinations in the United States, Canada, or Mexico will be F.O.B. NFI, LLC’s plant. All deliveries hereunder to destinations other than the United States, Canada or Mexico will be EXWORKS NFI, LLC’s plant. All deliveries will be via a carrier selected by Buyer at its option or otherwise by Seller, freight collect, to Buyer and will be packed in Seller’s standard shipping packages. In all such cases title and risk of loss or damage will pass to Buyer upon Seller’s delivery of the products to the carrier for shipment to Buyer and no loss or damage will relieve Buyer of any obligation hereunder, including payment for lost or damaged products.
- Inspection – Unless Buyer notifies NFI, LLC in writing thirty (30) days from the date of shipment of any products that said products are rejected, they will be deemed to have been accepted by Buyer. Buyer must also specify the reasons for the products being rejected in order for the notice of rejection to be effective.
- Errors – Buyer assumes responsibility for errors in sketches, prints, specifications and samples submitted to NFI, LLC and /or approved by Buyer. NFI, LLC reserves the right to correct clerical or stenographic errors or omissions.
- Discontinuation – NFI, LLC reserves the right to discontinue providing products and services to Buyer upon Buyer’s failure to perform any material obligation under the terms and conditions set forth herein. Buyer’s obligation to pay all amounts owing to NFI, LLC pursuant hereto will survive any NFI, LLC discontinuation or termination.
- Fair Labor Standards Act – NFI, LLC certifies that the products furnished hereunder have been or will be shipped in compliance with the Fair Labor Standards Act, as amended, and regulations and orders of the United States Department of Labor issued thereunder.
- Force Majeure – Neither party shall be responsible for circumstances beyond its reasonable control which make its performance impossible or delay its performance hereunder. To the extent that a party is delayed by such causes, the time to perform will be extended.
- Indemnification – Buyer agrees to comply with all applicable federal, state and local law, rules and regulations and to indemnify and save harmless NFI, LLC for and from any and all liabilities, expenses, costs and damages which NFI, LLC may incur or suffer as a result of Buyer’s failure or omission to do so. Buyer will not use any product or sell any product to any party for use in connection with or as a “medical device” as defined by federal law. If any product is used or resold for a “medical device” related use, Buyer agrees to defend NFI, LLC against and indemnify NFI, LLC for all liability, loss and expense arising out of, or in connection with, that use. Buyer shall also indemnify and hold NFI, LLC harmless for any and all liabilities, costs and damages which NFI, LLC may incur or suffer as a result of Buyer’s failure to comply with the terms and conditions stated herein. Buyer will indemnify and save harmless NFI, LLC for and from any and all liabilities, expenses, costs and damages which NFI, LLC may incur or suffer as a result of any actual or alleged infringement of any patents, copyrights, or trademarks arising from the manufacture or sale of products in accordance with patterns, designs, specifications, drawings, directions, technical information, or data furnished to NFI, LLC by Buyer.
- Confidentiality – NFI, LLC agrees not to disclose to third parties any information regarding Buyer or its business or its customers, or use such information for any purpose other than performing Buyer’s order, without written approval of Buyer.
- Independent Contractor – NFI, LLC shall at all times act in its own capacity and right as an independent contractor, and nothing contained herein shall be construed to make NFI, LLC an agent or partner of Buyer.
- Governing Law – This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of law principles.
The buyer submits, consents and waives objection to jurisdiction and venue in such courts. NFI, LLC’s products and data may be subject to export restrictions provided with the International Traffic and Arms Regulations (ITAR). Buyer shall be responsible for compliance with all US export control laws and regulations and, when required by such laws and regulations, shall obtain validated export and re-export licenses required for goods and services delivered under this order. NFI, LLC shall not be liable to Buyer for any failure to provide goods or services as a result of the United States Government’s refusal to grant an export or re-export license or its cancellation of an export or re-export license, or as a result of any subsequent interpretation of US export control laws and regulations after the date of this order that has material adverse effect on the cost of NFI, LLC’s performance of this order.
- Disputes Under This Agreement – Any dispute, controversy, or claim arising out of or relating to this Agreement, including any question regarding its existence, validity, or termination, which the parties cannot resolve through mutual discussion and negotiation, shall be settled by binding arbitration administered by a recognized arbitration organization in accordance with its rules. The arbitration shall take place in Massachusetts, and the venue for such arbitration shall be in a court of proper jurisdiction located in Plymouth County, Massachusetts. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
- Terms – These terms shall continue to be effective until all obligations hereunder or any agreement formed pursuant to any quotation given to Buyer have been performed. (Either party shall however, have the right to terminate any such agreement at any time without cause upon thirty (30) days written notice to the other).
Limited Warranty – NFI, LLC warrants that the products and services furnished to Buyer shall be free from defects in material and workmanship. The warranty period will be measured from NFI, LLC’s shipment date and is ONE YEAR, except for products with a shelf life of less than one year. In that case, the shelf-life period is the warranty period. If a product of service is proven not to have met NFI, LLC’s warranty, then NFI, LLC’s sole obligation and Buyers EXCLUSIVE REMEDY will be, at NFI, LLC’s option, to repair or replace the products, perform services again or refund the amount which Buyer paid for the non-conforming products or services. NFI, LLC has no obligation for any product that has been modified or damaged through misuse, accident, neglect, mishandling, improper maintenance or subsequent modification or alteration by anyone other than NFI, LLC.
THE WARRANTY IS MADE IN LIEU OF ALL OTHER WARRANTIES, RIGHTS, OR CONDITIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING FROM A COURSE OF DEALING, CUSTOM OR USAGE OF TRADE. BUYER IS RESPONSIBLE FOR DETERMINING IF A PRODUCT FITS BUYERS PARTICULAR PURPOSE AND IS SUITABLE FOR BUYER. NFI, LLC BEARS NO LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. NFI, LLC SHALLL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION OR OTHER PECUNIARY LOSS) ARISING OUT OF DELAY IN NFI, LLC’S CUMULATIVE LIABILITY FOR ANY CLAIM, ACTION OR DAMAGE, WHETHER ARISING IN CONTRACT, TORT OR STRICT LIABILITY, EXCEED THE TOTAL AMOUNT WHICH BUYER PAID FOR THE AFFECTED PRODUCTS OR SERVICES REGRDLESS OF WHETHER THE CONTRACT HAS BEEN BREACHED.
No product may be returned to NFI, LLC without NFI, LLC’s prior consent. Before returning a product to NFI, LLC, please contact NFI, LLC (800-999-8900) for a return authorization number (RMA#) and shipping instructions. NFI, LLC will pay for the return shipment of any defective product. Any replacement products will be shipped at Buyer’s expense.