1. Sale Agreement.
These terms and conditions shall apply to all sales by Nortech Systems, Inc. (“Nortech Systems”) of products (the “Products”) by any buyer (“Buyer”), and shall be the sole and complete contract between Buyer and Nortech Systems regarding the sale of the Products by Nortech Systems to Buyer, unless Nortech Systems has expressly agreed otherwise in writing.
2. Rejection of Other Terms.
Nortech Systems specifically rejects those provisions of any previous order, offer, or other communication from Buyer which are additional to or different from the terms hereof. Neither Nortech Systems’ delivery of the Products nor any other action at any time on the part of Nortech Systems shall constitute acceptance of such additional or different terms. Buyer shall be bound by all of the terms of this Agreement, which shall prevail over any terms and conditions proposed by Buyer, when Buyer accepts these Terms and Conditions by any statement, act or course of conduct which constitutes acceptance under applicable law, including failure to object in writing hereto within a reasonable time or acceptance of delivery of the Products. By acceptance hereof, Buyer expressly agrees that no collateral contracts, terms, conditions, warranties or undertakings exist between Buyer and Nortech Systems.
3. Acceptance by Nortech Systems.
In order to be valid, any purchase order submitted by Buyer for Nortech Systems products must be approved in writing by Nortech Systems.
The products subject hereto shall be those products identified by Buyer in its written request for quotations or purchase orders (the “Products”).
5. Purchase Price.
The price for the Products shall be the price set forth in Nortech Systems’ written quotation delivered to Buyer and such prices shall be in effect only for the time period or for the quantity of Products set forth in Nortech Systems’ quotation. If no time period or purchase quantity is set forth in such quotation, the quoted prices shall only be in effect for thirty (30) days and any Products ordered by Buyer will be delivered within twelve (12) months from the date of order.
6. Order Changes, Cancellations and Excess Materials Charges.
The Nortech Systems quotation is provided in accordance with the specifications provided with the quotation. All exceptions to the specifications apply and are noted in the notes section of the quotation. Prices are based on quantities quoted and cancellation or reschedule of orders may result in material price increases or cancellation charges to Buyer.
7. Buyer Designated Components, Buyer Owned Tooling or Equipment
8. Shipment, Delivery and Terms of Acceptance
9. Product Warranty
10. Credit and Terms of Payment.
Unless otherwise expressly agreed in writing by Nortech Systems, payment in full is due thirty (30) days from invoice date. Nortech Systems may alter or revoke credit terms at any time without notice. Each shipment shall be considered a separate and independent transaction for which payment is due.
11. Default; Non-Waiver.
In the event Buyer (i) defaults in payment of any sum due Nortech Systems or (ii) files for relief under the Bankruptcy Act; or (iii) has an involuntary petition filed against Buyer which is not dismissed within thirty (30) days, or (iv) is adjudicated bankrupt; or (v) makes an assignment for the benefit of creditors; Nortech Systems may, in addition to any and all other remedies provided by law, (a) suspend in transit any shipment of product (whether or not pursuant to this Agreement); (b) decline to make further shipments; (c) postpone any further performance under this Agreement or any other agreement with Buyer until such default is corrected; (d) immediately cancel this Agreement; (e) declare all amounts owed by Buyer under this or any other agreement to be due and payable immediately; and/or (f) exercise all rights of a secured party. If Nortech Systems elects to repossess any Product, Buyer shall permit Nortech Systems, with or without legal process, to enter all premises where the Products are located to remove or take possession of the same. Ten (10) days advance notice of any intended disposition of repossessed Products shall be deemed reasonable.
12. Limitation of Remedies.
Nortech Systems shall have the right, at its option, either to replace or repair defective Product or to credit the Buyer the purchase price applicable thereto. The foregoing remedies of replacement, repair or credit shall be Buyer’s sole and extensive remedies for any breach of this agreement by Nortech Systems and, in the event, Nortech Systems fails to make an effective choice as to remedy, Buyer’s sole and exclusive remedy shall be to return any Product purchased to this agreement and obtain refund of the purchase price of said Product. All such returns shall be by surface transportation and at Nortech Systems’s expense. In no event shall Nortech Systems be liable to Buyer for any incidental or consequential damages arising from any breach of this agreement or from any delay or default in delivering Product sold hereunder, regardless of cause, or from the failure of such Product to correspond in any manner to any description thereof or specification applicable thereto. Nortech Systems’ liability is limited to the invoice price of the alleged defective Product. In no event shall Nortech Systems be liable pursuant to or upon the resale of any Product specified herein. The burden is upon the Buyer to establish that any rejection or revocation of acceptance of any Product is not wrongful.
13. General Provisions
As between Buyer and Nortech Systems, Buyer agrees that it shall be exclusively responsible for any damage to property or death or injury to persons that are caused in whole or in part by any device, machine or other article into which the Product are incorporated as a component by the Buyer or by anyone purchasing the Product from the Buyer. Buyer shall defend, indemnify and hold harmless Nortech Systems and its officers, directors, employees, stockholders and agents from and against any liability for such damage, death or injury, regardless of whose negligence is alleged to have caused the same and regardless of whether Nortech Systems might be held strictly liable for the same. Nortech Systems assumes no liability for and Buyer agrees to defend, indemnify and hold Nortech Systems harmless from and against any claims of patent infringement or the like resulting from Nortech Systems’ compliance with Buyer’s specifications.