- Prices, Taxes and Payment Terms. Prices shall be the prices in effect on the date of the NMI website or bid and are subject to change without notice. Prices are exclusive of any freight. For Services, additional charges may result from modifications to the desired Services or from unforeseen conditions. Partial shipments will be invoiced and are payable as they occur in accordance with these Terms. All payments shall be made in United States Dollars, unless specified otherwise. NMI may accept credit cards for purchases. You represent and warrant that (i) the credit card information You supply to NMI is true and correct and complete, (ii) charges incurred by You will be honored by Your credit card company, and (iii) You will pay charges incurred by You at the posted prices. Notwithstanding the foregoing, Your failure to pay amounts due shall be deemed a material breach of these Terms. To the extent allowed by law, NMI shall be entitled to recover all costs incurred in collecting amounts due from You, including without limitation legal fees and other costs (including without limitation disbursements).
- Delivery, Documentation and Disclosure of Information. Delivery dates are approximate, based upon prompt receipt of all necessary information from You and do not constitute a contractual obligation. NMI shall pack and ship Products according to its standard procedure, and all shipments shall be sent to You using the NMI standard freight forwarder or carrier. Seller reserves the right to make partial shipments of the Products and/or to ship Products early unless otherwise stipulated in Your purchase order. All sales of Products are final and You may not return any Product without prior written consent of NMI. When applicable, NMI shall provide You with one (1) copy of instructions for each Product. You may not reproduce such instructions. You may order additional copies from NMI. All instructions and related documentation shall be in English. Any information, suggestions or ideas transmitted by You to NMI in connection with performance hereunder shall not be regarded as proprietary or confidential, unless identified in writing by You and acknowledged in writing by NMI.
- Intellectual Property. You shall not challenge the validity of any NMI intellectual property, including without limitation any trademarks, service marks, trade dress, patents, copyrights, trade secrets or licenses. You acknowledge that NMI intellectual property is the sole property of NMI. By sale of Products or Services to You, NMI does not transfer any NMI intellectual property rights (including without limitation rights to designs or other work product). You shall not remove or alter any trademarks, service marks or trade dress that identify NMI, nor use any trademarks, service marks, trade dress or any other intellectual property that, in the sole discretion of NMI, is confusingly similar to those of NMI.
- Limitation of Liability, Indemnity and Insurance. In no event, whether as a result of breach of contract, indemnity, warranty, tort (including negligence), strict liability or otherwise, shall NMI be liable to You or Your insurers for any loss or damage for an amount exceeding the price of the specific Product or Service that gave rise to the claim, and any liability shall terminate upon the expiration of the warranty period. No claim, regardless of form, arising from these Terms may be brought by You more than one (1) year from the date such claim accrues. In no event, whether as a result of breach of contract, indemnity, warranty, tort (including negligence), strict liability or otherwise, shall NMI be liable for any special, consequential, incidental, liquidated or punitive damages, including without limitation any loss of profit or revenues, loss of use of Products, damage to associated equipment, cost of capital, cost of substitute products, or services. NMI shall not be liable for any claims or losses resulting from any unauthorized access to Products. You confirm that You have read the manuals and instructions for use of Products (or that You will do so) and shall not use Products unless You are competent to do so. You shall indemnify, defend and hold harmless NMI and all related parties from and against any claims, demands, causes of action, losses, costs and expenses, including without limitation legal fees and other costs, arising directly or indirectly from, as a result of or in connection with the acts or omissions of You, Your officers, employees, agents or representatives. You shall maintain commercially reasonable insurance (including waiver of subrogation) against liability and property damage, including without limitation all standard commercial and environmental.
- Patent Indemnity. NMI shall defend any action brought against You based on a claim that any Product as provided by NMI infringes any United States patent, and NMI shall pay any award or settlement recovered against You in any such action and shall reimburse You for reasonable costs incurred by You in the defense of any such action, provided that You give NMI prompt notice of such action, reasonable assistance in the defense thereof and full opportunity to control all aspects thereof, including settlement, and do not take any position adverse to NMI in connection with such action. In the event such Product is held to constitute infringement and use of the Product is enjoined (or NMI foresees a substantial risk of such event), NMI shall, at its sole discretion, exchange the Product with a non-infringing Product, acquire the right for You to continue using it, modify it so that it becomes non-infringing or repurchase it from You for a fair portion of the original price. NMI shall not be liable for damages that arise after NMI offers one of the foregoing remedies in good faith. NMI shall not be liable for any patent infringement claim arising from any custom Product, modification of any Product, integration of any Product not as intended by NMI, or integration of any Product with any non-NMI product, and You shall fully indemnify, defend and hold harmless NMI and all related parties from and against any such patent infringement claim.
- Cancellation; Delays. Any Services order may be cancelled by You only upon written notice and payment of reasonable cancellation charges, including without limitation a reasonable restocking fee plus all costs incurred up to the date of cancellation. Any order delayed at Your request shall be subject to the prices and Terms in effect at the time of release of such delay. Any such order delayed beyond a reasonable period (as determined in NMI’s sole discretion) shall be treated as a cancellation by You, and You shall be responsible for reasonable delay and cancellation costs.
- Governing Law and Dispute Resolution. The laws of the State of Idaho, USA, excluding conflict of laws principles, shall govern these Terms. Any controversy or claim arising out of or relating to these Terms, or the breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the arbitration award may be entered in any court of competent jurisdiction. Arbitration shall be held in Moscow, Idaho, or another location agreed upon by the parties, and shall be conducted in English. The prevailing party to any dispute shall be entitled to recover legal fees and other costs (including without limitation arbitration fees, disbursements, and collection costs).
- Miscellaneous. These Terms constitute the entire agreement between NMI and You, and supersede any prior or contemporaneous verbal or written agreements, negotiations, commitments, representations or correspondence between the parties, including without limitation any terms on any purchase order form. NMI rejects any representation, express or implied warranty, course of performance or dealing, trade usage or any different or additional terms not set forth herein. NMI reserves the right to modify or revoke any order to comply with applicable laws and market conditions. Any notice pursuant to these Terms shall be deemed given when sent by registered mail, certified mail (return receipt requested), overnight delivery, or fax (receipt confirmed) to an authorized officer at the address or fax number or, if no such address or fax number is provided, at the registered headquarters of the other party. All rights and duties hereunder shall be for the sole and exclusive benefit of You and NMI, and not for the benefit of any other party. NMI may perform its obligations hereunder personally, or through one or more of its affiliates or subsidiaries, although NMI shall nonetheless be solely responsible for the performance. No failure or delay by either party in exercising any right or remedy, or insisting upon strict compliance by the other party with any obligation in these Terms, shall constitute a waiver of any right thereafter to demand exact compliance with these Terms. The invalidity, in whole or part, of any provision in these Terms shall not affect the remainder of such provision or any other provision and, where possible, shall be replaced by a valid provision that effects as close as possible the intent of the invalid provision. Neither party shall be liable for failure to perform or delay in performance of any obligation under these Terms (except payment of amounts already due and owing) where such failure or delay results from any event beyond its reasonable control.