Terms & Conditions
All sales by Novakon International Corp (“Novakon”) are made subject to the following terms and conditions.
Novakon expressly rejects any different or additional terms or conditions contained in any documents submitted by the Buyer.
Novakon’s provision of credit, acceptance of any purchase order and/or sale of any goods are expressly conditional on Buyer’s assent to these terms and conditions. All orders by Buyer are accepted upon issuance of Novakon’s sales order acknowledgment. Stenographic, software and clerical errors are subject to correction.
DELIVERY & SHIPMENTS
Delivery dates are approximate. Novakon shall not be responsible for non-shipment of goods or delays in delivery or performance due to causes beyond its reasonable control, including, but not limited to, acts of God; acts of Buyer; strikes or other labor disturbances; Novakon’s inability to obtain, or material increases in the cost of, fuel, raw materials or parts; delays in transportation; repairs to equipment; fires; or accidents.
Acceptance of goods upon delivery shall constitute a waiver by Buyer of any claim for damages on account of non-shipment or delays in delivery or performance. All deliveries are F.O.B via Novakon’s shipping carrier (Consolidated Carriers) or any other carrier appointed by Novakon at this time or via prepaid freight.
If shipping freight prepaid, the charge for freight will be added to the invoice. Neither freight charges nor tax are subject to any discount. Risk of loss or damage in transit shall be borne by Buyer, and claims shall be made directly with the carrier. At the time of purchase, the Buyer may arrange to pick up goods at Novakon’s warehouse. In this case, Buyer agrees to schedule and pickup goods within 10 days after the date Buyer is notified of the availability of goods. If Buyer fails to pick up goods within 10 days after notification of availability Novakon reserves the right to cancel the order and refund the purchase price, less a restocking fee.
All tax, Custom duties and any other fees imposed by federal, state, county or municipal authorities upon seller’s transfer and delivery of merchandise hereunder shall be paid by Buyer.
DEFAULT IN PAYMENT
All orders and shipments are subject to approval. Novakon may at any time refuse to make shipment or delivery if Buyer fails to fulfill the terms and conditions of payment. In the event Buyer fails to make payment on any contract between Buyer or any of its affiliates and Novakon in accordance with the terms of such contract, Novakon may, at its option and in addition to all other remedies available to it: (a) defer shipments hereunder until such payment is made and satisfactory credit arrangements are established; or (b) cancel the unshipped balance of any order. At Novakon’s option, interest will be charged after the due date up to the maximum lawful contract interest rate.
For any shortage claims, the Buyer must notify Novakon within 15 days of receipt of shipment. The Buyer must give Novakon immediate notice after delivery of goods to the first destination to which they are shipped for any claims of damage to those goods that do not conform to specifications. Any claim made by the Buyer for damages of goods that do not conform to specifications will not be allowed or honored if the product or part is assessed by Novakon and is deemed to operate within a reasonable range of the listed specification. Charges for repair or inspection of parts by Buyer, without prior authorization from Novakon, will not be honored.
Claims will not be honored if any alterations are made by the Buyer to the original product shipped. This includes but is not limited to upgrades or alterations made by the Buyer, regardless if those products or parts are supplied by Novakon. Any alterations or upgrades made by the Buyer will void any warranty granted by Novakon.
Goods for which damages are claimed shall not be returned, repaired, or discarded without Novakon’s written consent. A BUYER’S EXCLUSIVE REMEDY AGAINST NOVAKON, AND NOVAKON’S SOLE OBLIGATION, FOR ANY AND ALL CLAIMS, WHETHER FOR BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED TO NOVAKON’S REPLACING GOODS THAT DO NOT CONFORM TO SPECIFICATIONS OR, AT NOVAKON’S OPTION, REFUNDING THE PURCHASE PRICE. IN NO EVENT SHALL NOVAKON HAVE ANY LIABILITY FOR DAMAGES IN AN AMOUNT EXCEEDING THE PURCHASE PRICE OF THE GOODS SOLD HEREUNDER, NOR SHALL NOVAKON HAVE ANY LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.
Novakon’s liability shall be limited to the amount of any purchase. In no event will Novakon be liable for consequential or special damages arising from any defect or use of products or services. Novakon is not liable to Buyer, or any customer of buyer, for loss of profits, lost data, lost products, loss of revenue, loss of use, cost of downtime, business goodwill, or any other incidental or consequential damage, whether in an action in contract or tort, arising out of or related to the machine or components, or other products or services provided by Novakon, or the failure of parts or products made using Novakon machines or products, even if Novakon has been advised of the possibility of such damages.
Novakon assumes no responsibility with respect to the use of products or services by Buyer, and Novakon shall not incur any liability to Buyer for any failure in design, production, operation, performance or otherwise of the products or services, other than repair or replacement of same as set forth in Novakon’s Warranty, if applicable. Novakon is not responsible for any damage to parts, machines, business premises or other property of Buyer, or for any other incidental or consequential damages that may be caused by a malfunction of products or services. Buyer has accepted these restrictions on its right to recover incidental or consequential damages as part of its bargain with Seller. Buyer realizes and acknowledges that the price of products and services would be higher if Novakon were required to be responsible for incidental or consequential damages, or punitive damages.
Shipment costs for replacement parts will be incurred by the Buyer, and the shipment method is at the discretion of the Buyer. If overnight or express delivery is requested, those additional fees will be incurred by the Buyer.
Acceptance of any order is limited by these terms and conditions. No modification will be effective and no additional or different terms will become a part of the contract unless specifically agreed to in writing by Novakon’s and the Buyer’s authorized representatives.
Novakon’s prices will not be higher than stated on the invoice unless otherwise agreed to in writing by Novakon and an authorized employee of the Buyer. The price quoted in the invoice includes an allowance for taxes and fees levied by government authorities. Stenographic, software and clerical errors are subject to correction
VERIFICATION AND INSPECTION
If any goods arrive at Buyer’s destination in a damaged condition or a shortage occurs, Buyer shall immediately report the damage or shortage in writing to the delivering carrier and to Novakon. Any loss or shortage of goods occasioned by damage, or otherwise occurring in transit, will be the Buyer’s responsibility.
Unless otherwise expressly agreed to in writing by Novakon:
(a) any product support provided by Novakon with respect to the use of goods furnished to Buyer shall be without charge at the sole discretion of Novakon;
(b) Novakon assumes no obligation or liability for any such advice or for any results occurring as a result of the application of such advice, beyond the terms specified in the product warranty;
and (c) The Buyer shall have sole responsibility for selection and specification of the goods appropriate for the anticipated end use and for ensuring that all activities are carried out in a safe manner. Because we do not know the details of Buyer’s workshop or other local conditions, Novakon cannot accept responsibility for the performance of any of our products or any damage or injury caused by use. It is the Buyer’s responsibility to understand the implications and risks involved to using and modifying Novakon products. Buyer must comply with any legislation and codes of practice applicable to Buyer’s country and/or state.
Novakon offers technical support for every product we design when it is used as intended. Primary support is provided through supplemental information available on Novakon’s website (www.Novakon.net). If you have additional questions that are not answered by the website, then we will do everything we can to answer your questions through email or telephone. This support is subject to our standard terms and conditions. All other support is subject to consulting fees.
Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by binding arbitration in North Carolina, USA and administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
CHOICE OF LAW
This agreement shall be governed by the laws of the State of North Carolina and of the United States. Buyer, acting for itself and its successors and assigns, hereby expressly and irrevocably consents to the exclusive jurisdiction of the state of North Carolina and applicable federal courts for any litigation which may arise out of or be related to this agreement. Buyer waives any objection based on forum non-conveniens or any objection to venue of any such action.
Novakon reserves the right to enforce these terms and conditions at any time and none shall be deemed waived unless such waiver is in writing signed by a duly authorized officer of Novakon. All rights and remedies granted herein are in addition to all remedies available at law or in equity. Waiver of any terms of this agreement shall not affect the policy rights and obligations under the remainder of this agreement.