Terms and Conditions
OFFER, GOVERNING PROVISIONS AND CANCELLATION
This document is an offer or counter-offer by nora systems, Inc. (“nora”) to sell the goods and/or services described in it in accordance with these terms and conditions of sale (these “Terms and Conditions”), is not an acceptance of any offer made by buyer, and is expressly conditioned upon assent to these Terms and Conditions. No additional or different terms or conditions will be binding upon nora unless specifically agreed to in writing. nora hereby objects to any such additional or different terms or conditions contained in any purchase order or other communication heretofore or hereafter received from buyer. No accepted offer may be cancelled or altered by buyer except upon terms and conditions accepted by nora in writing. This document and these Terms and Conditions shall be the entire agreement between the parties on the subject of the transactions described herein (this “Agreement”).
TERMS OF ORDER
• Delivery – Any delivery date is the best estimate possible, based on current and anticipated factory loads, of when the product will be shipped. nora assumes no liability for loss, damage or consequential damage due to delays. Neither party is liable for damage or delay in delivery arising from causes beyond its control and without its fault or negligence including, but not limited to, acts of God or the public enemy, acts of Government in its sovereign capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, unusually severe weather and any computer or software failures or malfunctions. If the delay is caused by the delay or default of a subcontractor of nora and if such delay arises from causes beyond the control of both nora and the subcontractor, nora shall not be liable to buyer in damages.
• 30 Days/Net for open accounts.
• Less than $500 (new accounts) are shipped C.O.D. or can be prepaid.
• C.O.D. orders over $500 must be certified check.
• If Buyer shall fail to comply with any provision or to make payments in accordance to the terms of this agreement, nora may at its option suspend shipments or, without waiving any other rights it may have, terminate this agreement. All deliveries shall be subject to the approval of nora Credit Services Department. nora reserves the right before making any delivery, to require payment in cash or security for payment.
• Accounts not paid within terms are charged a service charge of 1.5% per month (18% APR) plus any and all collection charges incurred thereafter.
• Custom orders are subject up to 5% production overrun.
• Sales/use tax applied, where applicable.
• Freight can be prepaid, prepaid and add, or collect.
• There is a $25.00 fee on NSF checks.
• Any item that is cancelled more than 10 business days after receipt of order by nora, will be subject to a 30% cancellation charge.
CONDITIONS OF RETURNS
• The Return Number must be obtained prior to return and must be placed and displayed on Bill of Lading and address label.
• Returns will be scheduled by a nora associate using a nora approved carrier.
• Liability of the freight charges to be determined and charged accordingly.
• Do Not Double Stack and Do Not Break Shrink-Wrap must also appear on the Bill of Lading and pallet.
• Credit will be issued upon receipt of material that is NEW and in GOOD and SALEABLE condition.
• Only standard stocking products may be returned.
• Adhesives cannot be returned due to shelf life.
• Tiles must be stacked front-to-front/back-to-back to prevent surface damage. There must be a protective sheet between the pallet and the first tile.
• Stairtreads must be placed on the pallet face down with a protective sheet between the pallet and the first tread.
• Material must be in original packaging or equivalent packaging.
• All material must be secured to the pallet in such a manner as to prevent shifting. Metal banding is not to be used.
• All material being returned must be placed on a pallet large enough so there is no overhanging material on any side.
• A restocking charge of 30% will be charged on all return orders.
• No return authorization will be given after 30 days. All return shipments must be in our hands 30 days after authorization.
All returned shipments will be rejected if:
• No Return Authorization number on the Bill of Lading
• Received after 30 days of authorization
• Noticeable damage or improper handling of products
• Broken, damaged or unauthorized packaging
• Custom or non-stocking colors or products
• Materials not listed on Return Authorization, or
• Adhesive returned.
• nora® pro install materials cannot be cancelled or returned.
TITLE OF GOODS
• F.O.B. Salem, NH
• Goods must be inspected immediately upon delivery. Report any shortages to nora systems, Inc. (“nora”) no later than 10 days after receipt. Failure to do so could forfeit your right to further action, and you will be held responsible for the entire invoice amount.
EXCEPT FOR THE LIMITED WARRANTIES SET FORTH HEREIN, nora EXTENDS NO OTHER WARRANTIES OR GUARANTEES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR EXACT MATCHING OF SHADE, COLOR OR MOTTLING. nora HEREBY DISCLAIMS ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE AND ANY OTHER WARRANTY OR GUARANTEE UNLESS EXPRESSLY AUTHORIZED AND ENDORSED IN WRITING AS SET FORTH BELOW. NORA SYSTEMS, INC. WILL ONLY WARRANTY THE PRO INSTALL PRODUCTS (MEMBRANE, PRIMER, LEVELER, & PATCH) WHEN USED IN WHOLE OR PART AS THE SOLE PRODUCTS BETWEEN THE SUBFLOOR (CONCRETE/WOOD) AND NORA’S ADHESIVE AND RUBBER FLOORING. REGISTRATION FOR 10 YEAR PRO INSTALL WARRANTY, APPROVED IN WRITING BY NORA, IS REQUIRED.
No agent, employee or representative of nora is authorized to make any warranty or guarantee concerning the Products. Any alteration, amendment or waiver of this Limited Warranty must be in writing and signed by an officer of nora.
NOTICES OF CLAIMS
To make a claim under any warranty, the buyer or end user must provide written notice to nora at 9 Northeastern Blvd., Salem, NH 03079, within thirty (30) days of discovery of any alleged defect of the product. nora must be given the opportunity to inspect and examine the Product.
LIMITATION OF LIABILITY; INDEMNITY
nora shall not be directly or indirectly liable for any losses, claims or damages regarding any Products that have not been installed and maintained according to nora’s installation and maintenance instructions, that was damaged by a third party, that was installed over an improper subsurface or improperly prepared subfloor, that was improperly repaired, or that was effected by any other mechanical influences. nora shall not be liable for any losses, claims or damages in excess of the cost of the Products invoiced by nora. nora shall not be liable for any incidentally consequential, enhanced or punitive damages. NORA SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR CONTINGENT DAMAGES WHATSOEVER, WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHER THEORIES OF LAW, WITH RESPECT TO GOODS AND/OR SERVICES SOLD BY NORA, OR ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATING THERETO, AND NORA HEREBY DISCLAIMS ALL SUCH DAMAGES. nora reserves the right to replace at no cost that portion of the products that are alleged to be defective but excluding all costs of transportation and installation. nora’s maximum liability whether in tort, contract, or otherwise shall be the cost of the Products invoiced by nora. It is solely buyer’s responsibility to determine whether the goods are suitable for any given application, purpose or use that may be intended by buyer for such goods. Buyer shall indemnify nora against any and all losses, liabilities, damages and expenses (including, without limitation, attorneys’ fees and other costs of defense) which nora may incur as a result of any claim by buyer or others arising out of or in connection with the goods and/or services sold hereunder and based on product or service defects not proven to have been caused solely by nora’s negligence.
This Limited Warranty, installation instructions and maintenance instructions are subject to change. Please contact nora for latest versions. For additional information regarding usage in recommended applications, please refer to our current Product Catalog or call 1-800-332-NORA. Warranty periods commence on the date of purchase of the Products by the buyer or end user, whichever is first.
No waiver of any breach or of any term or provision of this writing in any instance shall be deemed or construed as a waiver of any other or any succeeding breach of the same or any other term.
TERMS AND CONDITIONS
Except for terms and conditions contained on nora’s confirmation and invoice, this writing constitutes the complete, entire and exclusive statement of the contract between buyer and nora and no negotiation, understanding, agreement, term condition or trade custom at variance with or contradictory to the terms and conditions herein set forth shall be binding upon nora unless in writing and signed by an officer of nora.
GOVERNING LAW; VENUE
The rights and obligations of the parties hereto and the interpretation, construction and effect of any provision hereof or any contract formed pursuant hereto shall be governed by and construed in accordance with the laws of the State of New Hampshire, without reference to its conflict of law rules.
Any controversy or claim arising out of or relating to this contract or any actual or alleged breach thereof, which cannot be resolved amicably between the parties, shall be litigated solely in state or federal courts located in the State of New Hampshire.