Formation of Contract: An order is deemed by Nordex, Inc. (hereinafter “Nordex” or “Seller”) to be an offer to purchase, which Nordex may accept or reject in its sole discretion. Seller’s acceptance of an offer to purchase is binding on Seller only if made by written instrument or, if not by written instrument, by shipment of the products ordered (and acceptance by shipment shall only be binding as to the portion of the order actually shipped by Nordex). Any automatic or computer generated response to an order by Nordex’s ERP system or otherwise shall not be deemed acceptance of an order. Nordex’s acceptance is subject to Nordex’s Terms and Conditions of Sale (hereinafter, the “Terms and Conditions” or the “Agreement”) stated herein. ALL PURCHASE ORDERS PLACED WITH NORDEX CONSTITUTE ACCEPTANCE OF THESE TERMS AND CONDITIONS BY BUYER (hereinafter “Customer” or “Buyer”).
Terms and Conditions: Payment Net 30 days from date of invoice, F.O.B. Brookfield, Connecticut. Any payment not received when due from Buyer will bear interest at the rate of 1.5% per month (18% per year), or if less, the highest lawful interest rate, from the date due. All payments shall be made in United States Dollars. Customer shall pay for all of Nordex’ costs (including reasonable attorneys’ fees) of collection of amounts due for products. Prices and terms subject to change without notice. Quotes are valid for 30 days. Online buyers must be 18 + years of age.
Credit: 1) Open account to firms with a satisfactory D&B credit rating in Nordex’s sole discretion. 2) Money order or check with order. 3) C.O.D. until credit is established with Nordex
through credit references. 4) Credit Cards accepted at a maximum of $500 in charges per month: American Express, MasterCard, Visa, and Discover. 5) Customers outside the US and Canada must pay by credit card or Wire transfer in advance ($25.00 bank fee applied), unless Nordex deems otherwise. Nordex will prosecute all fraudulent credit card use. Nordex may, but shall not be obligated to, grant credit terms to Customer. Acceptance of any order is subject to final credit approval by Nordex. Nordex reserves the right to cancel any sale if Nordex deems Customer unable to pay for any products. Nordex reserves the right, in its sole discretion and without prior notice, to deny, change or limit the amount or duration of credit to be allowed to Customer, either generally or with respect to a particular purchase order, and may require cash payments in advance or security satisfactory to Nordex.
Facsimile: Nordex is not responsible for errors in fax transmission and any costs incurred
will be the responsibility of the customer.
Special Parts Quantities: Shipment of plus or minus 5% the quantity ordered will constitute
fulfillment of the order for specially made parts.
Confirming Orders: Confirming orders must be clearly marked “confirming” and should be
received before shipment or any costs incurred due to order duplication will be borne by the
Telephone Orders: Telephone orders must be confirmed in writing. Any orders which require
shipment prior to receipt of written confirmation are shipped at the customer’s own risk.
Nordex is not responsible for errors in telephone communications. Errors may result in restocking charges.
Acceptance of Order: All orders are subject to acceptance by Nordex. Acceptance is, in all
cases, conditional upon Customer’s agreement to these Terms and Conditions. After Nordex’
acceptance, Customer may not change its order without the written consent of Nordex.
Requests for a Competitor’s Component will result in Nordex supplying what we deem is a
Source Inspection: Any required source inspection must be specified at time of order and will be assessed extra charges.
Delivery Schedules: Parts may be scheduled for various shipment dates over an authorized
period of time but manufacturing can be completed at a much earlier date. Should there be
changes to the schedule or any cancellation, extra charges may be assessed.
Delivery: Delivery to a public carrier at the applicable Nordex manufacturing facility, consigned
as Customer directs, shall constitute transfer of the shipment’s title, ownership, possession,
and property to Customer at point of such delivery. The carrier will thereafter be
deemed as acting for Customer and the shipment will be at Customer’s risk.
No Set-Off: Buyer shall have no right of set-off or withholding, and no deduction of any amounts due from Buyer to Seller shall be made without Seller’s prior, express written approval.
Method of Shipping: Parts will ship via UPS or at Nordex’s option unless specific shipping instructions are requested by the customer. Handling Fee: $3.50 handling fee will be added to each shipment.
Cost of Delivery, Taxes and Other Charges: Buyer shall pay the costs of delivery of the products. Buyer shall pay all sales, use, excise or similar taxes, or other charges, which Seller is required to pay, or to collect and remit, to any Government (national, state or local) and which are imposed on or measured by the sale.
Minimum Order: Because of the paperwork and time involved in the preparation of each
order, a minimum billing charge of $20.00 is required. A minimum order balance will be added
to orders under $20.00. Example: If an order is placed for $15.00 the minimum order balance
would be $5.00, to total $20.00.
Technical Information: The reference material in this catalog is offered as a guide at no
charge and is subject to your own verification.
Discounts: Please request quotation from our estimating department for discounts available
on large volume requirements.
Returns: Parts being returned are subject to a restocking charge determined by Nordex. This
charge can be as great as 100% of the value of the order depending upon the usage of the individual part. The minimum restocking charge is $25.00. All returns require prior written
Nordex authorization before they will be accepted. Specials manufactured (or in the process
of manufacturing) cannot be returned. Claims for damages, defective parts,
shortages or other returns must be reported within 10 days of receipt of goods.
Warranty: All Nordex products are warranted to be free of defects in materials and workmanship and to conform to Nordex specifications in effect at the date of shipment to Customer for a period of six months from the date of shipment. Any changes Customer requests to Nordex specifications are not effective without advance, written authorization by Nordex. During the warranty period, Nordex will, at its option, repair, replace or refund the purchase price of Nordex products which prove to be defective in materials or workmanship or which do not conform to the applicable Nordex specifications.
For products returned to Nordex for warranty repair or replacement, Customer shall obtain a
return authorization number and shipping instructions from Nordex and return the product with
shipping charges prepaid. Shipping charges for the return of products to Customer shall be
paid by Nordex within the contiguous forty-eight United States and the District of Columbia;
for all other locations, the warranty excludes all costs of shipping, customs clearance and any
other related charges. All replaced products shall become the property of Nordex.
THE WARRANTIES SET FORTH HEREIN OR IN SELLER’S WARRANTY DOCUMENTS WITH RESPECT TO A PRODUCT ARE THE ONLY WARRANTIES MADE BY SELLER IN CONNECTION WITH THE PRODUCTS AND THE TRANSACTIONS CONTEMPLATED AS A RESULT OF THIS SALE. SELLER MAKES NO OTHER WARRANTIES OR REPRESENTATIONS TO BUYER OR ANY OTHER PERSON OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS, AND SELLER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. PRODUCTS SOLD HEREUNDER ARE SOLD ONLY TO THE SPECIFICATIONS SPECIFICALLY SET FORTH BY THE SELLER IN WRITING. BUYER ASSUMES ALL RISK WHATSOEVER AS TO THE RESULT OF THE USE OF PRODUCTS PURCHASED, WHETHER USED ALONE OR IN COMBINATION WITH OTHER PRODUCTS OR SUBSTANCES.
Determination of the suitability of the products described on the face of the quote
and/or invoice is the sole responsibility of the Customer and Nordex shall have no responsibility
in connection therewith. CUSTOMER WARRANTS THAT CUSTOMER IS NOT PURCHASING THE PRODUCTS FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES. THE REMEDIES PROVIDED HEREIN ARE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES.
Limitation Of Liability: IN NO EVENT SHALL NORDEX BE OBLIGATED OR LIABLE TO CUSTOMER OR ANY OTHER PERSON, IN TORT OR CONTRACT OR OTHERWISE, BASED ON NEGLIGENCE, PRODUCT LIABILITY, STRICT LIABILITY, OR OTHERWISE, FOR ANY DAMAGES OR LOSSES OF ANY KIND (EXCEPT FOR THE SOLE REMEDY PROVIDED IN WARRANTY SECTION OF THESE TERMS AND CONDITONS WHERE APPLICABLE), WHETHER GENERAL, SPECIAL, CONSEQUENTIAL, STATUTORY, PUNITIVE, INCIDENTAL, INDIRECT, EXEMPLARY, OR CONTRIBUTORY, INCLUDING BUT NOT LIMITED TO THOSE BASED UPON ANY LOSS OR DAMAGE RESULTING FROM LOST PROFITS OR REVENUE, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOSS OF BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, OR LOSS OF DATA, ARISING OUT OF, OR AS A RESULT OF, THE SALE, DELIVERY, SERVICING, USE OR LOSS OF THE PRODUCTS SOLD HEREUNDER, AND EVEN IF SELLER IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN.
Under no circumstances will the aggregate liability of Nordex for any cause of action related to
these Terms and Conditions or the products and services covered hereby exceed the net
amount received by Nordex for the specific products and services sold to Buyer hereunder that are subject to such cause of action. Any action or suit by Customer against Nordex relating to these Terms and Conditions or the products and services covered hereby must be brought within one (1) year of the date of invoice for such products and services. This is a commercial transaction.
Cancellation: If Customer cancels an order prior to completion, all future work thereon will
be stopped by Nordex as soon as reasonably possible and a cancellation charge will be rendered
in the amount of the costs incurred to the date of stoppage plus 10%, less allowances
Nordex may be able to make for standard components and salvage. Cancellations as to any
completed items shall not be effective, and the order will be shipped and billed to Customer at
the order prices.
Export Controls: Nordex products and services are subject to all U.S. export control laws,
regulations and administrative policies. Buyer and Seller shall comply with all applicable international, national, state, regional and local laws and regulations with respect to their performance of this Agreement. Buyer agrees to adhere to all applicable US Export laws and regulations with respect to the products. Diversion contrary to U.S. law is prohibited. Buyer
understands that a license, written approval or other authorization may be required
from the Bureau of Industry and Security of the U.S. Department of Commerce, the Directorate
of Defense Trade Controls of the U.S. Department of State or other U.S. government
agency prior to the export or re-export of these items from the U.S. Guidance may be found at
http://www.bis.doc.gov/ and http://www.pmdtc.org/. Buyer further understands
that it is unlawful to export, re-export or transfer, or to attempt to export, re-export or
transfer these items to individuals or entities on the List of Debarred Parties, Denied Persons
List, Specially Designated Nationals List, Entity List, Unverified List or Nonproliferation Sanctions List, as well as sales or transfers to Embargoed Countries. It is the Buyer’s responsibility to be aware of these Lists. These Lists may be accessed at:
https://www.bis.doc.gov/index.php/policy-guidance/lists-of-parties-of-concern. An End Use Statement must accompany all orders outside the US.
Copyright / Access to Use of Information: The information available in the Nordex Design
Guide and on the Nordex Website is the property of Nordex. It is to be used for purchasing
purposes only, any other purpose is prohibited. No permission is granted to copy, reproduce,
distribute, transmit, upload, display in public, republish or modify the content. Any attempt to
access other areas of the Nordex computer system is strictly prohibited. Nordex has attempted
to provide accurate information and assumes no responsibility for the accuracy of the
information contained in the Nordex Design Guide or on the Nordex Website.
Patents: Sellers reserves the right to discontinue deliveries of any products, the manufacture, sale or use of which would, in Seller’s opinion, infringe upon any U.S. or international patent, trademark or design now or hereinafter issued, registered, or existing and under which Seller is not licensed.
No Assignment: This contract between Buyer and Seller is not transferable by either party without the prior written consent of the other party, except that Seller may assign this Agreement without Buyer’s consent if the assignment is to an affiliate or if the assignment is carried out as part of a merger, restructuring, or reorganization, or sale or transfer of all or substantially all of Seller’s assets.
Seller’s Rights: If Buyer should fail in any manner to fulfill the Terms and Conditions hereof, Seller may defer further shipments until such default is cured. Remedies provided herein shall be in addition to, and not in lieu of, other remedies that may be available to Seller. If, for any reason, the quantities of the products covered hereby or of any materials used in the production of the products reasonably available to Seller shall be less than Seller’s total needs for its own use and for sale, Seller may allocate its available supply of products among its existing or prospective purchasers and/or its own departments, divisions and affiliates in such manner Seller deems proper in Seller’s sole discretion, without thereby incurring liability on account of the method of allocation determined or its implementation or for failure to perform this Agreement.
Governing Law and Dispute Resolution: The laws of the State of Connecticut shall govern these Terms and Conditions and Buyer and Seller (hereinafter, the “Parties”, and each a “Party”) hereby irrevocably agree that they submit themselves to the personal jurisdiction of the state and federal courts of the State of Connecticut for purposes of resolving any and all disputes arising under or related to these Terms and Conditions. The state and federal courts of Connecticut shall have sole and exclusive jurisdiction to resolve any and all disputes arising under or related to these Terms and Conditions, and/or any sale and purchase of products hereunder or any transaction contemplated hereby or concerning any rights under this Agreement. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms and Conditions.
In the event of any dispute, controversy or claim arising out of or related in any way to these Terms and Conditions and/or any sale and purchase of products covered hereby and/or any transaction contemplated herein, the Parties agree to first attempt to settle their dispute through engaging in good faith negotiation, wherein each Party’s representative shall have the authority to settle the dispute. Such negotiation shall take place within fifteen (15) business days of the effective date of a written notice of the dispute. If the dispute cannot be settled through negotiation, the parties agree to attempt in good faith to settle the dispute by mediation; the parties shall together choose a neutral and impartial mediator and shall abide by the mediator’s procedures. If the mediation fails, only then may a Party proceed to bring their dispute to a state or federal court in Connecticut. THE PARTIES FURTHER AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING FROM THE TERMS OF THIS AGREEMENT.
Miscellaneous: These Terms and Conditions are the sole and exclusive statement of the Parties’ understanding and agreement with respect to the transactions contemplated by this sale, notwithstanding any other terms that might be contained in any purchase order or other document received from Buyer or submitted to Seller. These Terms and Conditions constitute the entire agreement between the parties regarding the subject matter hereof and can only be modified or changed in writing and signed by authorized representatives of both Parties. No waiver by Seller of any of the Terms and Conditions or any breach hereof shall constitute or be deemed to be a waiver of any such term or any such breach in any other case. No waiver shall be deemed to occur as a result of the failure to enforce any term or condition herein. If any clause or portion hereof shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining clauses or portions shall remain in full force and effect. The paragraph headings are for convenience only and shall not be used in interpreting or construing these Terms and Conditions.
ALL PURCHASE ORDERS PLACED WITH NORDEX CONSTITUTE ACCEPTANCE OF THESE TERMS AND CONDITIONS.
The following Nordex tolerances apply unless otherwise specified:
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