1.     APPLICATION OF TERMS. The following terms and conditions shall govern the sale by Northwire, Inc. (“Seller”) to the entity (“Customer”) named on the invoice, quotation or acknowledgment that will be provided to Customer for the sale of products sold by Seller (the “products”). Customer agrees to be bound by and accepts these terms and conditions and acknowledges that these terms and conditions supersede any terms and conditions of any purchase order or similar document placed by Customer and are a condition to Seller’s obligations hereunder. Any attempt to modify, supplement or amend these terms and conditions will be void unless agreed to in writing by Seller. Seller retains the right to revise or modify these Terms and Conditions of Sale at any time without notice, with said revisions and modifications applying to sales of products subsequent thereto.  

 

2.     PAYMENT TERMS; ORDERS; QUOTES. All orders are not binding on Seller unless accepted by Seller. Acceptance is determined at the sole discretion of Seller and orders can be rejected for any reason at any time. Customer may not cancel or modify orders, except with Seller's written consent. Any quotation provided by Seller will be valid for the duration stated in the quotation. If Buyer requests changes in the products or delays progress of the manufacture or shipment of the products, the contract price shall be adjusted to reflect increases in the selling price caused thereby.If no duration is stated, such quotation will be valid for 14 days. Customer shall pay invoices within 30 days from the date of the invoices unless Seller has agreed to other terms, in writing, or unless Seller requires C.O.D. payment or credit card payment. Customer agrees to pay interest on all past due sums at the lesser of 1½% per month or the highest rate allowed by law. If Customer breaches any provision in this paragraph, Seller shall be entitled, in addition to all other available remedies, to recover all collection costs, including but not limited to attorney fees.

 

3.     SHIPPING; TAXES. All products purchased by Customer will be shipped F.O.B. Seller’s facility in Osceola, Wisconsin or other place of manufacture. Prices do not include shipping and handling charges, sales, use, excise, gross receipts, export or similar taxes, customs charges or duties. Customer is responsible for all such taxes and charges.

 

4.     TITLE AND RISK OF LOSS; DELIVERY. Title and risk of loss shall pass to Customer upon delivery to Customer from Seller's facility. “Delivery” shall mean the point at which Seller or Seller’s agent turns over possession of the products to any of the following: Customer, Customer’s employee or agent, a common carrier, or Customer’s warehouse, and not necessarily the final destination shown on any invoice, quotation, acknowledgment or order. Seller may deliver the products ordered in installments. Any delivery or shipment dates given by Seller are estimates only and Seller is not liable for any loss, damage, cost or expense for any failure to deliver in accordance with the given delivery or shipment date.

 

5.     DISCLAIMER OF WARRANTIES. WITH THE EXCEPTION OF ANY SEPARATE WRITTEN WARRANTY PROVIDED BY SELLER FOR THE PRODUCTS BEING SOLD, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE PRODUCTS BEING SOLD AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED (INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). No oral or written information or advice given by Seller, its dealers, distributors, agents or employees shall create a warranty or in any way increase the scope of any warranty, and no such persons have authority to modify any aspect of any warranty or create any other warranties.

 

6.     LIMITATION OF DAMAGES. UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM THE SALE OR USE OF THE PRODUCTS, WHETHER BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, AND THE LIABILITY OF SELLER IN CONNECTION WITH SUCH SALE OR USE OF ANY PRODUCTS SHALL NOT EXCEED THE PRICE OF THE PRODUCTS ON WHICH SUCH LIABILITY IS BASED. Such damages include, but are not limited to, loss of profits, loss of revenue, loss of use of the products or any hardware system associated equipment, cost of capital, cost of substitute or replacement equipment, facilities or services, down time, purchaser's time, claims of third parties, including customers, and injury to property.

 

7.     SELLER PRODUCTS AVAILABILITY. Product availability may be limited. Products may not be available for immediate delivery. Seller reserves the right, without liability or prior notice, to revise or cease to make available any or all products.

 

8.     FORCE MAJEURE. SELLER SHALL NOT BE LIABLE IF IT IS UNABLE TO PERFORM ANY OF ITS OBLIGATIONS CONTAINED IN THESE TERMS AND CONDITIONS DUE TO, DIRECTLY OR INDIRECTLY, THE FAILURE OF SELLER’S SUPPLIER TO DELIVER AS PROMISED; SABOTAGE; FAILURE OR DELAYS IN TRANSPORTATION, UTILITY SERVICE OR COMMUNICATION SYSTEMS; ANY LABOR OR INDUSTRIAL DISPUTE; SHORTAGES OF LABOR, FUEL, SUPPLIES OR EQUIPMENT; WAR; FLOOD; EXPLOSION; ACT OF GOD OR TERRORISM; OR ANY OTHER EVENT BEYOND THE CONTROL OF SELLER.

 

9.     GOVERNING LAW AND JURISDICTION. The sale of products by Seller to Customer shall be governed by the laws of the State of Minnesota, without regard to its conflict of law provisions.  All legal actions arising out of or relating to sale of products by Seller to Customer shall be heard and determined exclusively in a state or federal court sitting in Minneapolis, Minnesota, USA, and Customer consents to the personal jurisdiction of such courts.

 

10.   EXPORT CONTROL. Products purchased or received under these terms and conditions shall be subject to export laws and regulations of the United States of America, and Customer agrees to comply with such export laws and regulations.

 

11.   SECURITY INTEREST. Seller reserves a purchase money security interest in all products and any proceeds thereof until any and all payments and charges are paid in full. Customer shall, reasonably assist Seller in perfecting such security interest.

 

12.   NO ASSIGNMENT. Customer may not assign its rights or obligations under these terms and conditions without the express written consent of Seller.

 

13.   RETURN POLICY.  If any products are rightfully rejected in accordance to the terms of the Uniform Commercial Code, as adopted by the State of Minnesota, Seller will arrange for a 100% reimbursement or replacement of the products and shipping/handling costs.  Due to Seller’s unique “No Minimum Cut-to-Length” offering, Seller cannot accept returns for any reason other than stated above.