PLEASE READ THESE TERMS AND CONDITIONS VERY CAREFULLY
THESE TERMS AND CONDITIONS OF PURCHASE ARE APPLICABLE TO ALL ORDERS AND PURCHASES OF PRODUCTS AND SERVICES (“PRODUCTS”) MADE BY YOU (“CUSTOMER”) FROM NOBLETEC, LLC (NOBLETEC). BY ORDERING THE PRODUCTS, CUSTOMER ACCEPTS AND AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS.
Important Information About These Terms and Conditions
These Terms and Conditions constitute a binding contract between Customer and NobleTec and are referred to herein as either “Terms and Conditions” or this “Agreement”. Customer accepts these Terms and Conditions by making a purchase from or placing an order with NobleTec or shopping on any NobleTec Website (each, a “Site”) or otherwise requesting Products (the “Products”). These Terms and Conditions are subject to change without prior notice, except that the Terms and Conditions posted on a Site at the time Customer places an order will govern the order in question, unless otherwise agreed in writing by NobleTec and Customer.
Customer may issue a purchase order for administrative purposes only. Additional or different terms and conditions contained in any such purchase order are rejected and will be null and void. This Agreement contains the entire understanding of the parties with respect to the matters contained herein and supersedes and replaces in its entirety any and all prior communications and contemporaneous agreements and understandings, whether oral, written, electronic or implied, if any, between the parties with respect to the subject matter hereof.
Customer consents to receiving electronic records, which may be provided via a web browser or e-mail. Electronic signatures (or copies of signatures sent via electronic means) are the equivalent of written and signed documents.
Pricing and Availability
NobleTec reserves the right to adjust pricing and Product offerings for reasons including, but not limited to, changing market conditions, Product discontinuation, Product unavailability, manufacturer price changes, supplier price changes and pricing errors. All orders are subject to Product availability. Therefore, NobleTec cannot guarantee that it will be able to fulfill Customer’s orders.
Payment
Orders are not binding upon NobleTec until accepted by NobleTec. Customer agrees to pay the total purchase price for the Products plus all applicable taxes. Customer also agrees to pay the costs of shipping (to the extent shipping is not prepaid by Customer), including shipping charges that are billed to NobleTec as a result of using Customer’s carrier account number. Credit card orders over $1,000.00 may incur a 3% credit card processing surcharge. Terms of payment are within NobleTec’s sole discretion. Invoices are due and payable within the time period specified on the invoice, measured from the date of invoice, subject to continuing credit approval by NobleTec. NobleTec, or any of its Affiliates on behalf of NobleTec, may issue an invoice to Customer. NobleTec may invoice Customer separately for partial shipments. Customer agrees to pay interest on all past-due sums at the lower of one and one-half percent (1.5%) per month or the highest rate allowed by law. Customer will pay for and will indemnify and hold NobleTec and its Affiliates harmless from, any applicable sales, use, transaction, excise or similar taxes and any federal, state or local fees or charges (including, but not limited to, environmental or similar fees), imposed on, in respect of or otherwise associated with any Products purchased. Customer must claim any exemption from such taxes, fees or charges at the time of purchase and provide NobleTec with the necessary supporting documentation. In the event of a payment default, Customer will be responsible for the payment of all of NobleTec’s costs of collection, including, but not limited to, court costs, filing fees and attorneys’ fees. In addition, if payments are not received as described above, NobleTec reserves the right to suspend Services until payment is received. Customer hereby grants to NobleTec a security interest in the Products to secure payment in full. Customer authorizes NobleTec to file a financing statement reflecting such security interest.
Credits
Any credit issued by NobleTec to Customer for any reason must be used within two (2) years from the date that the credit was issued and may only be used for future purchases of Products. Any credit or portion thereof not used within the two (2) year period will automatically expire.
Warranties
Customer understands that NobleTec is not the manufacturer of the Products purchased by Customer hereunder and the only warranties offered are those of the manufacturer; neither NobleTec nor its Affiliates makes any warranty. In purchasing the Products, Customer is relying on the manufacturer’s specifications only and is not relying on any statements, specifications, photographs or other illustrations representing the Products that may be provided by NobleTec or its Affiliates, on the Sites or otherwise. NobleTec and its affiliates hereby expressly disclaim all warranties either express or implied, related to products, including, but not limited to, any warranty of title, accuracy, merchantability for fitness for a particular purpose, warranty of noninfringement, or any warranty relating to third party services. The disclaimer contained in this paragraph does not affect the terms of any manufacturers warranty. Customer expressly waives any claim that it may have against NobleTec or its Affiliates based on any product liability or infringement or alleged infringement of any patent, copyright, trade secret or other intellectual property rights (each a “Claim”) with respect to any Product and also waives any right or claim to indemnification from NobleTec or its Affiliates against any such Claim made against Customer by a third party. Customer acknowledges that no employee of NobleTec or its Affiliates is authorized to make any representation or warranty on behalf of NobleTec or any of its Affiliates that is not in this Agreement.
NobleTec makes no warranties to the Customer and the Customer hereby acknowledges that NobleTec makes no warranties in regard to the applicability of all laws and regulations affecting, without limitation the manufacture, performance, sale, packaging and labelling of the Products which are in force within the Customer’s territory.
Customer further acknowledges and agrees that NobleTec makes no representations, warranties or assurances that the Products are designed for or suitable for use in any high-risk environment, including but not limited to aircraft or automobile safety devices or navigation, life support systems or medical devices, nuclear facilities, or weapon systems, and Customer agrees to indemnify NobleTec in connection with any such use of the Products. Customer further agrees to review and comply with the manufacture’s disclaimers and restrictions regarding the use of the Products in high-risk environments.
Product Returns
NobleTec allows Customer returns based on the policies of the original product manufacturer. NobleTec offers a 30-day return policy on most products sold. Manufacturer restrictions apply to certain merchandise, as detailed below:
Return Restrictions
Non-Defective Product Returns. Customer may return most non-defective Products directly to NobleTec within thirty (30) days of invoice date and receive, at Customer’s option, credit or exchange, except that an automatic NobleTec restocking charge will reduce the value of any such credit or exchange by a minimum of fifteen percent (15%).
Defective Product Returns. Customer may return most defective Products directly to NobleTec within fifteen (15) days of invoice date and receive, at NobleTec’s option, credit, replacement, exchange, or repair. After fifteen (15) days, only the manufacturer warranty applies.
Restricted, Repair-Only Returns. Certain Products can only be returned for repair based on current manufacturer requirements.
Restricted, Manufacturer-Only Assistance. Certain Products cannot be returned to NobleTec for any reason and Customer must contact the manufacturer directly for any needed assistance
Special Orders. Products that are specially ordered may be non-returnable or may have unique return restrictions provided at the time of sale.
Return of Software. Software is generally not eligible for return. In certain cases, software may be returned for refund or exchange only if specifically authorized in advance by the manufacturer and if returned within thirty (30) days of invoice date.
Customer Shipment of Returned Merchandise
No returns of any type will be accepted by NobleTec unless accompanied by a unique Return Merchandise Authorization (RMA) Number, which Customer may obtain by providing the following information to NobleTec: customer name, invoice number, product serial number, and details of Customer’s issue with the product. Customer has five (5) days to return a Product after the applicable RMA is issued. NobleTec reserves the right to refuse any unauthorized returns.
All Products must be returned one hundred percent (100%) complete, including all original boxes, packing materials, manuals, and other accessories provided by the manufacturer. NobleTec reserves the right to refuse the return of incomplete Products. NobleTec will charge a minimum twenty-five percent (25%) restocking fee for returns that are accepted.
Customer is responsible for the cost of shipping returned items. Customer is strongly advised to purchase full insurance to cover loss and damage in transit for shipments of returned items and to use a carrier and shipping method that provide proof of delivery. NobleTec is not responsible for loss during shipment.
Merchandise Damaged in Transit
If a package containing items purchased from NobleTec arrives at Customer’s address damaged, Customer should refuse to accept delivery from the carrier. If Customer does accept delivery of a damaged package, Customer must: (a) note the damage on the carrier’s delivery record so that NobleTec may file a claim; (b) save, as is, the merchandise and the original box and packaging it arrived in; and (c) promptly notify NobleTec. If Customer does not so note the damage and save the received merchandise and does not so notify NobleTec within five (5) days of delivery acceptance, Customer will be deemed to have accepted the merchandise as if it had arrived undamaged, and NobleTec’s regular return policy and all current manufacturer warranties and restrictions will apply.
Title and Risk of Loss
If Customer provides NobleTec with Customer’s carrier account number or selects a carrier other than a carrier that regularly ships for NobleTec, title to Products and risk of loss or damage during shipment pass from NobleTec to Customer upon delivery to the carrier (F.O.B. Origin, freight collect). For all other shipments, title to Products and risk of loss or damage during shipment pass from NobleTec to Customer upon delivery to the specified destination (F.O.B. Destination, freight prepaid and added). Notwithstanding the foregoing, title to software will remain with the applicable licensor(s), and Customer’s rights therein are contained in the license agreement between such licensor(s) and Customer.
Export
For any products being purchased for purposes of export, Customer must obtain from the federal government, state government, and any other applicable governmental entity any and all required export or other documentation before shipping to a foreign country. Customer agrees that it will not divert, use, export or re-export such items contrary to United States law. Customer expressly acknowledges and agrees that it will not export, re-export, or provide such items to any entity or person within any country that is subject to United States economic sanctions imposing comprehensive embargoes without obtaining prior authorization from the United States Government. Many manufacturers’ warranties for exported goods vary and may even be null and void if goods purchased are exported outside the United States. Customer should inquire further regarding any questions of product exportation. NobleTec shall have no liability for the loss of any warranty or any other coverage, or for any import or export duties or taxes, due to Customer’s export of any products purchased from NobleTec.
Data Backup
Customer shall be solely responsible for daily back-up and other protection of its data and software against loss, damage or corruption. Customer shall be solely responsible for reconstructing data (including but not limited to data located on disk files and memories) and software that may be lost, damaged or corrupted while using the Products. NobleTec, its affiliates, and its and their suppliers, subcontractors and agents are hereby released and shall continue to be released from all liability in connection with the loss, damage or corruption of data and software, and customer assumes all risk of loss, damage or corruption of data and software in any way related to or resulting from its use of the products.
Force Majeure
NobleTec will not be responsible for and no liability shall result to NobleTec or any of its Affiliates for any delays in delivery or in performance which result from any circumstances beyond NobleTec’s reasonable control, including, but not limited to, Product unavailability, carrier delays, delays due to fire, severe weather conditions, failure of power, labor problems, acts of war, pandemic, terrorism, embargo, acts of God or acts or laws of any government or agency. Any shipping dates or completion dates provided by NobleTec or any purported deadlines contained in an order or any other document are estimates only.
Limitation of Liability
Under no circumstances and notwithstanding the failure of essential purpose of any remedy set forth herein, will NobleTec, its affiliates or its or their suppliers, subcontractors or agents be liable for: (a) any incidental, indirect, special, punitive or consequential damages including but not limited to, loss of profits, business, revenues or savings, even if NobleTec has been advised of the possibilities of such damages or if such damages are otherwise foreseeable, in each case, whether a claim for any such liability is premised upon breach of contract, warranty, negligence, strict liability or other theory of liability; (b) any claims, demands or actions against customer by any third party; (c) any loss or claim arising out of or in connection with customer’s implementation of any conclusions or recommendations by NobleTec or its affiliates based on, resulting from, arising out of or otherwise related to the products; or (d) any unavailability of the product for use or any lost, damaged or corrupted data or software. in the event of any liability to customer of NobleTec or any of its affiliates, the entire liability of NobleTec and its affiliates for damages from any cause whatsoever shall be limited to, and may not exceed, the lesser of: (a) the dollar amount paid by customer for the product(s) giving rise to the claim; or (b) $50,000.00.
Governing Law
These terms and conditions, any statements of work, the services hereunder and any sale of products hereunder will be governed by the laws of the state of Illinois, without regard to conflicts of laws rules. Any litigation will be brought exclusively in DuPage county, Illinois, and customer consents to the exclusive jurisdiction of the federal and state courts located therein, submits to the jurisdiction thereof and waives the right to change venue. Customer further consents to the exercise of personal jurisdiction by any such court with respect to any such proceeding. Except in the case of nonpayment, neither party may institute any action in any form arising out of these Terms and Conditions more than one (1) year after the cause of action has arisen. The rights and remedies provided NobleTec under these Terms and Conditions are cumulative, are in addition to, and do not limit or prejudice any other right or remedy available at law or in equity.
Miscellaneous
NobleTec may assign or subcontract all or any portion of its rights or obligations with respect to the sale of Products or assign the right to receive payments, without Customer’s consent. Customer may not assign these Terms and Conditions, or any of its rights or obligations herein without the prior written consent of NobleTec. Subject to the restrictions in assignment contained herein, these Terms and Conditions will be binding on and inure to the benefit of the parties hereto and their successors and assigns. No provision of this Agreement will be deemed waived, amended or modified by either party unless such waiver, amendment or modification is in writing and signed by both parties. The relationship between NobleTec and Customer is that of independent contractors and not that of employer/employee, partnership or joint venture. If any term or condition of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, the same shall not affect the other terms or conditions hereof or thereof or the whole of this Agreement. Notices provided under this Agreement will be given in writing and deemed received upon the earlier of actual receipt or three (3) days after mailing if mailed postage prepaid by regular mail or airmail or one (1) day after such notice is sent by courier or facsimile transmission. Any delay or failure by either party to exercise any right or remedy will not constitute a waiver of that party to thereafter enforce such rights.
