Nordfab Americas: Terms & Conditions of Sale, effective September 13, 2023
These Terms & Conditions of Sale (these “Terms”) shall govern all conduct between the Buyer and Nordfab, LLC (“Nordfab”) regardless of the nature or form of Buyer’s offer to purchase products or services from Nordfab (the “Products”). To the extent a Nordfab order acknowledgement, invoice, or other document or transmittal constitutes an acceptance of an offer from Buyer, such acceptance is expressly made conditional upon Buyer’s assent to these Terms. “Buyer” means the individual or entity identified on Buyer’s purchase order, or if different, on Nordfab’s quote.
The entire agreement of Nordfab and Buyer is expressed exclusively in: (i) the terms, covenants and conditions set forth in these Terms, (ii) the drawings, specifications and descriptions attached hereto or transmitted herewith (if any) (collectively, the “Documentation”), (iii) a Nordfab quote and (iv) Nordfab’s acceptance or acknowledgement of Buyer’s purchase order (clauses (iii) and (iv) together, an “Order”). In the event that any quotation, proposal, purchase order, order acknowledgement, order acceptance and/or other sales form or documentation contains terms which are in addition to, different from or inconsistent with those set forth in these Terms, these Terms shall be controlling and any such additional, different or inconsistent terms and conditions shall be inapplicable and are hereby objected to. Receipt and acceptance by Buyer of Products supplied by Nordfab shall constitute Buyer’s acceptance and assent to these Terms. Buyer should print and retain a copy of these Terms for its records.
These Terms shall be governed, construed, and enforced in accordance with the laws of the State of North Carolina, excluding that State’s conflict of law principles, as to all matters arising out of or relating to these Terms. Nordfab and the Buyer exclude the application of the 1980 United Nations Convention on Contracts for the International Sale of Goods if otherwise applicable. Any claim, or litigation arising out of or relating to the Products shall be brought exclusively in a court of competent jurisdiction in Davidson County, North Carolina.
Nordfab and Buyer may modify these Terms, or the associated Order, only by an express written agreement signed by both parties. Nordfab’s waiver of any breach of any provision contained in these Terms will not waive any other breach by Buyer. Nordfab’s delay or failure to enforce its rights under these Terms shall not be deemed a waiver of such rights. Except for Buyer’s payment and indemnification obligations, neither party shall be liable for its failure to perform any obligation hereunder or under any Order to the extent that such failure results from circumstances beyond such party’s reasonable control, including, without limitation, fire, explosion, flood, or other acts of God; acts, regulations, or the laws of any government; plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis (including quarantine or other employee restrictions); riot, war or civil commotion; acts of terrorism; strike, lock-out or labor disturbances; or failure of public utilities or common carriers. The relationship between the parties is that of independent contractors. Neither party shall have authority to contract for or bind the other party in any manner whatsoever. Any part of these Terms held to be invalid or unenforceable by a tribunal of competent jurisdiction shall be deemed ineffective to the extent thereof without affecting the validity or enforceability of any other part of these Terms. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of these Terms.
These Terms are binding upon, and shall inure to the benefit of Buyer, Nordfab and their successors and permitted assigns. Buyer may not assign all or any portion of its rights or obligations hereunder without the prior written consent of Nordfab. Nordfab may assign, delegate or subcontract an Order or any of its obligations under these Terms, in whole or in part, without Buyer’s consent.
Nordfab warrants that the Products sold hereunder conform to any applicable Documentation and will be free from any defects in material and workmanship which become apparent under normal use. This limited warranty applies to the original Buyer only and is non-transferable. To make a claim under this limited warranty, Buyer must give written notice to Nordfab within a period of 12 months from the date of installation or 12 months from the date of shipment, whichever period first expires. If, within that period, Nordfab receives from Buyer written notice of any alleged defect in or non-conformance of any Product covered by this limited warranty and if, in Nordfab’s sole judgment, the Product does not conform with this limited warranty, then Buyer shall, at Nordfab’s request, return the part or Product F.O.B. Nordfab’s shipping point. Nordfab, at its sole option and expense, shall then repair or replace the defective part or Product or repay Buyer the full price paid for such part or Product. Dismounting of defective or non-conforming parts and remounting of any repaired or replaced parts is at Buyer’s sole expense. This limited warranty, as it relates to the delivery of spare parts or replacement for non-conforming parts, expires when the limited warranty for the original Product or equipment expires. Any repayment of the purchase price shall be without interest. NORDFAB’S SOLE RESPONSIBILITY, AND BUYER’S EXCLUSIVE REMEDY HEREUNDER, SHALL BE LIMITED TO SUCH REPAIR, REPLACEMENT, OR REPAYMENT OF THE PURCHASE PRICE AS ABOVE PROVIDED. NO OTHER WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED, ARE MADE AND ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, QUALITY, OR FITNESS FOR PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED. This limited warranty does not cover and Nordfab makes no warranty with respect to:
A) failures not reported to Nordfab within the warranty period specified above;
B) failure or damage due to misapplication, abuse, improper installation or abnormal conditions of any kind, including, but not limited to, temperature, dirt or other corrosive matter;
C) failures due to operation, either intentional or otherwise, above rated capacities or in an otherwise improper manner;
D) Products which have been in any way tampered with or altered by anyone other than an authorized representative of Nordfab;
E) Products damaged in shipment or otherwise without fault of Nordfab;
F) expenses incurred by Buyer in an attempt to repair, rework, or replace any alleged defective Product; and
G) defects in material and workmanship which are attributable to drawings and specifications provided by Buyer.
Unless agreed to in writing by an authorized officer of Nordfab, the payment terms hereunder and under each Order are NET 30. If the full purchase price is not paid by Buyer NET 30, then interest shall accrue at the rate of 1.5% per month. Buyer agrees that if Nordfab is required to bring suit to collect any sums due Nordfab under these Terms, then Buyer shall be responsible for all costs and expenses incurred by Nordfab, including but not limited to Nordfab’s reasonable attorney’s fees.
Any claims for loss, breakage (obvious or concealed), or shortage are Buyer’s sole responsibility and should be made to the carrier immediately. Nordfab will render Buyer reasonable assistance in securing satisfactory adjustment of such claims. Any notice of shortages or other errors must be made in writing to Nordfab within 30 days after receipt of shipment. Failure to give such notice shall constitute unqualified acceptance of the Product and a waiver by Buyer of all claims against Nordfab for loss, breakage or shortage. Risk of loss for damage to Products sold under these Terms passes to Buyer when the carrier takes custody of any of the Products purchased under these Terms regardless of which party pays shipping costs.
Nordfab will make commercially reasonable efforts to ship Nordfab Now Products the following day if an Order is received by Nordfab’s then-current standard daily order cutoff time (“Next Day Shipment”). However, there will be occasions where Next Day Shipment is not possible due to various circumstances, and time of delivery is not of the essence. Nordfab makes no guarantee for Next Day Shipment of Nordfab Now Products.
IN NO EVENT SHALL NORDFAB BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR COMPENSATORY DAMAGES OF ANY CHARACTER, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE OF PRODUCTION FACILITIES OR EQUIPMENT, LOST REVENUES OR PROFITS, BUSINESS OR GOODWILL, PROPERTY DAMAGE, EXPENSES INCURRED IN RELIANCE ON NORDFAB’S PERFORMANCE HEREUNDER, AND/OR LOST PRODUCTION, WHETHER SUFFERED BY BUYER OR ANY THIRD PARTY, IN EACH CASE EVEN IF NORDFAB HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. NORDFAB SPECIFICALLY DISCLAIMS ALL LIABILITY FOR ANY AND ALL COSTS, CLAIMS, DEMANDS, CHARGES, EXPENSES OR OTHER DAMAGES, EITHER DIRECT OR INDIRECT, INCIDENT TO ALL PROPERTY DAMAGES ARISING OUT OF ANY CAUSE OF ACTION BASED ON STRICT LIABILITY. UNDER NO CIRCUMSTANCES SHALL NORDFAB’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE SALE OF PRODUCTS, IN CONTRACT, TORT OR OTHERWISE, EXCEED THE PURCHASE PRICE OF THE PRODUCT TO WHICH SUCH LIABILITY RELATES. ANY CAUSE OF ACTION BROUGHT BY BUYER ARISING OUT OF OR RELATING TO THESE TERMS, AN ORDER OR THE SALE OF PRODUCTS, INCLUDING WITHOUT LIMITATION, FOR BREACH OF CONTRACT OR TORT, MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.
The foregoing limitations, exclusions and disclaimers are an allocation of the risk between the parties and will apply to the maximum extent permitted by applicable law, even if any remedy fails in its essential purpose.
The sale of Products or provision of services hereunder does not convey any express or implied license under any patent, copyright, trademark or other proprietary rights owned or controlled by Nordfab (beyond the use of the Product in the manner intended by Nordfab). Buyer agrees not to infringe, directly or indirectly, any patents or other intellectual property rights of Nordfab or its affiliates through any combination or system incorporating a Product sold hereunder. In the event a Product is made or modified in accordance with Buyer’s drawings, samples, manufacturing specifications, or the like, Buyer agrees to indemnify, defend, and hold Nordfab harmless from any and all damages, costs and expenses (including attorney’s fees) related to any claim of patent or other intellectual property right infringement arising from such manufacture or modification. Buyer agrees, at Nordfab’s sole discretion, to undertake the defense of such suit at its own expense.
All notices will be in writing and sent via certified mail or overnight courier, return receipt requested, to the address set forth in the Order, or to such other address as a party may give to the other party in the manner provided herein for giving notice. Notice will be considered given upon receipt.
Buyer shall comply with all laws and regulations applicable to the Products, including, but not limited to, all applicable import and export laws and regulations. Buyer has sole responsibility for obtaining any required export licenses. If the ultimate destination of the Products is outside of the United States, Buyer shall designate such country on its purchase order. In the event that Buyer purchases Products for export without so notifying Nordfab, Nordfab reserves the right to cancel the applicable Order. Buyer will have sole liability and shall defend, indemnify, release and hold Nordfab harmless for any loss or damage (including without limitation, claims of governmental authorities) arising from the export from the United States or import into another country of such Products.
Without limiting the foregoing, Buyer represents and warrants to Nordfab that: (i) it is in compliance with all laws, ordinances, regulations and orders administered by the Office of Foreign Assets Control within the U.S. Department of the Treasury (“OFAC”) or any other governmental authority imposing economic sanctions and trade embargoes (“Economic Sanctions Laws”) against designated countries (“Embargoed Countries”), entities and persons (collectively, “Embargoed Targets”), and (ii) it is not itself an Embargoed Target or otherwise subject to any Economic Sanctions Law. Buyer shall comply with all Economic Sanctions Laws. Without limiting the generality of the foregoing, Buyer shall not (x) directly or indirectly export, re-export, transship, or otherwise deliver any Product (or any component or part thereof) to an Embargoed Target, or (y) broker, finance, or otherwise facilitate any transaction in violation of any Economic Sanctions Law.
Buyer may request changes to an Order (including the cancellation thereof) by sending an e-mail to Buyer's Inside Sales Account Manager and specifying in detail the requested changes (a “Change Order Request”). No Change Order Request will become effective until accepted or acknowledged in writing by Nordfab. In the event Nordfab accepts a Change Order Request, Buyer may be charged a change fee ranging from 10% to 100% of the total purchase price of the Products affected by such Change Order Request (the “Change Fee”), in each case as determined in Nordfab’s sole discretion based on the production status and type of the affected Products and the nature of the Change Order Request. If Buyer submits a Change Order Request to delay the shipment of Products that have been produced and are ready for shipment, Buyer will be charged a storage fee of $50 per day per box of affected Products (such storage fee together with the Change Fee, the “Change Order Fees”). All Change Order Fees will be in addition to the purchase price charged to Buyer under the applicable Order. Nordfab will invoice Buyer for any Change Order Fees, and Buyer shall pay such amounts in accordance with the payment terms set forth herein. Once an Order has shipped, Buyer may not submit a Change Order Request for such Order; provided that this section shall not affect Buyer’s right to return Products as otherwise set forth herein.
To return Products to Nordfab, dealers must fill out an RGA Worksheet. The RGA can be requested from Nordfab’s Sales Department. Each RGA must be filled out completely. Absolutely no shipments will be accepted by Nordfab without an RGA.
Shipments without RGAs will be returned to shipper at shipper’s expense. No RGA will be issued for any Order more than 90 days from the original ship date. If issued, an RGA is valid for 30 days from date of issue. Nordfab Products must be received at our designated return point factory within that 30 days in order for the dealer to receive credit.
Only restockable items may be returned to Nordfab. Restockable items are identified in Nordfab’s Product Reference and on Nordfab's website. All other items are considered custom or special order and are nonreturnable. Nordfab reserves the right to limit return quantities. All returned goods must be shipped freight prepaid. All Nordfab ductwork must be shipped vertically with rolled edge down to avoid incurring out-of round damage during shipping. There is a 25% restocking charge for all returned goods. All components must arrive in “as-new” sellable condition. Damage and “white rust” occur over time at job sites, which may cause the items to not be sellable. Final determination of sell ability will be determined by Nordfab, at its sole discretion.
Reference the Return Good Chart in Nordfab's Product Reference for returnable items.
Nordfab reserves the right to limit quantities of any returned items.
There is a 25% restocking charge for all returned goods.
All components must arrive in “as-new” saleable condition.
Final determination of saleability will rest solely with Nordfab.
A downloadable version of Nordfab Terms and Conditions of Sale is available in the pdf version of our Product Reference or Price List
Contact us if you need additional information