NOVUS POWER PRODUCTS LLC TERMS AND CONDITIONS
TERMS AND CONDITIONS
These Terms and Conditions govern the sale of Products (“Product or Products”) by Novus Power Products LLC as well as by third party vendors of Seller. These Terms and Conditions (“Agreement”) take precedence over Buyer’s additional or different terms and conditions to which notice of objection is hereby given. Acceptance by Buyer is limited to these terms and conditions. Neither Seller’s commencement of performance nor delivery shall be deemed or construed as acceptance of Buyer’s additional or different conditions. Buyer’s acceptance of the Products shall be deemed to constitute acceptance of the Terms and Conditions contained herein.
PRICE: Price is F.O.B. shipping point.
An order is not binding upon NOVUS until it is accepted. Payment is due thirty (30) days after acceptance of order. Customer can make payment by credit card, or some other method prearranged with NOVUS. Buyer agrees to pay the amount due as specified on the invoice, and Buyer agrees to pay interest on all past-due sums at a rate of 1.5% per month or the highest rate allowed by law, whichever is greater.
- Discover Card
For purchase orders, please call NOVUS POWER PRODUCTS. Standard bank and trade references are required. C.O.D. orders are also accepted. Credit card purchases of over $2,000.00 will be subject to a processing fee of 2.5%
TAX EXEMPT STATUS:
If you quality for Tax Exempt Status, you will need to call NOVUS directly. We do not issue credits for orders placed through the on-line store.
If, in the judgement of NOVUS, the financial condition of the Buyer at time merchandise is ready for shipment does not justify the terms of payment specified, NOVUS reserves the right to require payment in cash before shipment or delivery. Further, for certain products, Novus may require a portion of the payment at the time of order acceptance.
NOVUS POWER PRODUCTS is not responsible for typographical or photographical errors. Prices and specifications are subject to change without notice. NOVUS reserves the right to accept or reject any order at its sole and absolute own discretion.
NOVUS is able to offer our customers volume discounts. Please call NOVUS for volume pricing for all products.
For certain products with unique content, it is NOVUS policy to require one half total order cost at order acceptance and balance per NOVUS credit terms as stated above.
Estimates as to time of delivery are based on conditions prevailing at the offer date and apply from the date of receipt of a definitive contract or purchase order. All agreements as to delivery are subject to the contingencies of strikes, fires, accidents, or causes of delay beyond the control of Novus. Where a delay in delivery of failure to deliver is caused by factors beyond the control of Novus, such delay or failure to deliver shall not be deemed a breach or default of the Agreement and Novus shall have no liability for any damages, injury, costs or expenses incurred by the Buyer as a result of such delay or failure to deliver.
Buyer shall be deemed to have accepted items sold hereunder when such items are delivered to the carrier for shipment to Buyer. Shipment is considered complete if quantity shipped is ±5% of quantity ordered for each item.
RISK OF LOSS:
The risk of loss for any items sold hereunder shall pass to Buyer at that time when such items are delivered to the carrier for shipment.
All claims for shortages or other non-conformity of delivery or of the items shipped must be made in writing within ten (10) days of Buyer’s receipt of shipment. Novus shall have an unqualified right to cure any non-conformity. In no event shall Novus be liable for incidental or consequential damages arising from or relating to a non-conforming shipment. Buyer shall not return any items hereunder as non-conforming without the prior consent of Novus.
shall be made using the carrier specified on the purchase order, with freight pre-paid and added to the invoices submitted to Buyer for payment or charged directly to buyer’s account. When a carrier is not specified, shipment shall be made by the carrier selected at the discretion of Novus.
PHYSICAL DAMAGE POLICY:
Physical damage to any product purchased at NOVUS will effectively void warranty coverage. Improper physical damage includes but is not limited to improper handling and/or any other type of damage sustained by irregular usage. Removal or tampering with tamper-proof label on merchandise will void warranty coverage unless with the written authorization from NOVUS.
PRODUCT IMPROVEMENT AND/OR DESIGN CHANGES.
Novus expressly reserves the right to make product improvements and/or design changes to any of its products without incurring any obligation or liability to make the same changes or improvements to any items sold previously.
Published specifications whether contained herein or in any other materials or documents distributed to Buyer by Novus do not become final or binding on Novus until approved by Novus. Novus expressly reserves the right to change or modify specifications at any time without prior notice.
Any and all special tooling that is purchased, designed, or constructed by Novus, for the purpose of filling this order shall be and shall remain the property of Novus.
Any state, local or use tax, or other governmental charge imposed upon the items sold hereunder shall be paid by the Buyer. Buyer shall also make any and all necessary reports and filings required in connection with any such taxes or charges. Failure of the Buyer to comply with the terms of this paragraph shall be a breach of this entire Agreement.
ASSIGNMENT AND DELEGATION:
Buyer may not assign any of its rights nor delegate any of its duties hereunder without the express written consent of NOVUS.
The Buyer acknowledges that he has been advised that no agent, employee, or representative of the Seller has any authority to bind the Seller to any affirmation, promise, representation, or warranty is specifically set forth in this Agreement. It does not form a basis of this agreement and shall not be enforceable against the Seller.
All merchandise unless otherwise indicated may be returned with 10 (ten) days from the original invoice date for a refund. A return authorization number is required for all returns. A 30% restocking fee will be applied to all returns for refund. Shipping charges are non-refundable. No refunds will be given after 30 (thirty) days. Most products are shipped with a refund/replacement guarantee period unless otherwise noted in the product listing. Customers must inform NOVUS of any order discrepancy with 7 (seven) days from the invoice date so that we may investigate and resolve the situation accordingly. Buyer must ship merchandise, with freight/insurance prepaid, to NOVUS in same condition as received, with original packaging and all accessories/manuals included. A 30% restocking fee will be applied to all returns for refund. Shipping charges are non- refundable. No refunds will be given after 30 (thirty) days.
This agreement may not be cancelled in whole or in part without the written consent of NOVUS. Such consent shall in no event be given unless Buyer pays to Novus, NOVUS’s costs and expenses (including without limitation, the cost of materials, labor, engineering expense, overhead and all commitments to its suppliers and subcontractors) plus profit, all as determined by NOVUS. Minimum cancellation charge $100.00, plus cost of material and labor in process.
This Agreement states and constitutes the entire agreement between the parties, hereto and all prior communications, representations and agreements, written or oral between Buyer and NOVUS are superseded by this Agreement. No other statements, representation, covenant or warranty not contained herein shall be binding on NOVUS.
AMENDMENT AND MODIFICATION:
No provision, term or condition of this Agreement may be waived, modified, amended, varied or supplemented in any respect except in writing signed by an authorized representative of NOVUS. No invoice, purchase order, voucher or other documents or materials submitted to NOVUS by Buyer shall amend, modify, vary or supplement this Agreement. NOVUS’s failure to object to any provision that conflicts with any provision, term or condition of this Agreement, whether contained in Buyer’s purchase order or other documents or materials supplied to NOVUS by Buyer, shall not be construed as an acceptance thereof or as a waiver of any provision, term or condition contained herein.
NO IMPLIED WAIVERS:
The failure of either party at any time to require performance by the other of any provision hereof shall in no way affect the right to require performance at any time, thereafter, nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself.
SEPARABILITY AND SAVINGS:
If any part of this Agreement is held invalid under the laws of Missouri; such part shall be waived and the balance of the Agreement shall continue in full force and effect.
Unless expressly modified or contradicted herein, all rights and obligations of the parties shall be governed by the Uniform Commercial Code as enacted in the State of Missouri.
GOVERNING LAW AND JURISDICTION:
Any dispute arising out of or related to these Terms and Conditions or the sales transaction between NOVUS and Buyer shall be governed by the laws of the State of Missouri without regard to its conflicts of law rules. Specifically, the validity interpretation, and performance of this agreement shall not be governed by the United Nations Convention on the International Sale of Goods. NOVUS and Buyer consent to the exclusive jurisdiction and the exclusive venue of the State Courts of the State of Missouri to resolve any dispute between them related hereto, and the parties waive all rights to contest this exclusive jurisdiction and venue of such Courts. Finally, the Buyer also agrees not to bring any legal action, based upon any legal theory including contract, tort, equity or otherwise, against NOVUS that is more than one year after the date of the applicable invoice.
LIMITATION OF LIABILITY: IN ALL CIRCUMSTANCES NOVUS’ MAXIMUM LIABILITY IS LIMITED TO THE PURCHASE PRICE OF THE PRODUCTS SOLD. NOVUS SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE UPON A CLAIM OR ACTION IN CONTRACT, TORT, IDEMNITY OR CONTRIBUTION, OR OTHER CLAIMS RELATING TO THE PRODUCTS IT SELLS WHICH EXCEEDS THIS LIABILITY LIMIT. NOVUS SHALL NOT BE LIABLE FOR THIRD PARTY CLAIMS FOR DAMAGES AGAINST THE CUSTOMER, OR FOR MALFUNCTION, DELAYS, INTERRUPTION OF SERVICE, LOSS OF BUSINESS, LOSS OR DAMAGE TO EXEMPLARY DAMAGES, WHETHER OR NOT NOVUS HAS BEEN MADE AWARE OF THE POSSIBILITY OF SUCH CLAIMS OR DAMAGES.
If either party becomes insolvent, is unable to pay its debts when due, files for bankruptcy, is the subject of involuntary bankruptcy, has a receiver appointed, or has its assets assigned, the other party may cancel any unfulfilled obligations.