Manual
10
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356 South Abbott Avenue, Milpitas, CA 95035, USA
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PHONE: +1-408-890-6840
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FAX: +1-408-262-6877
nuforce.com
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EMAIL: [email protected]
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Skype: nuforce-sales
TERMS AND CONDITIONS OF SALE
Scope. These terms and conditions of sale (these “Terms”) apply to all sales of products (the “Products”) by Nuforce Inc.
(“NuForce”), a California 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 a writing signed and approved by an authorized
representative of NuForce. NuForce’ failure to object to any term or condition contained in any communication from Buyer (including
in any purchase order) shall not be deemed a waiver 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, a contract 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. If NuForce 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 a purchase 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 of late 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 a certified 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 a check in payment for Product, NuForce’ acceptance of such check shall not constitute a waiver of NuForce’ right to
pursue the collection of any remaining balance. NuForce reserves the right to charge a late 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 5 days following Buyer’s
delivery of such Products shall constitute acceptance by the Buyer.
NuForce’ Limited Warranty and Limitation of Liabilities.
Full Refund Period. For a period 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 a 15% restocking fee will apply
to damaged (including blemish on product’s surface) Products.
Limited Warranty. For a period (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 0 ABOVE, NUFORCE
SPECIFICALLY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING THE
IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, OF MERCHANTABILITY AND AGAINST
INFRINGEMENT. THE EXPRESS WARRANTY IN SECTION 0 ABOVE 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 0. 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 0 OR 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 a result of misuse, abuse,
improper installation or application, repair, alteration, or accident, or negligence in use, storage, transportation or handling by anyone