Risk of Loss
All prices are based on shipments made FOB NPI’s factory. Price quotations shall remain in effect for the period of time specified in the quotation, but if no such time period is specified, billing shall be based on prices in effect at the time of shipment. Any other provisions notwithstanding, pricing for components and third party services and materials are subject to change without notice and billing will be based on prices in effect at the time of shipment. Unless specifically included in the price quotation, such quotations will not include supplying pre-production or evaluation samples or supplying test data of any kind.
Payment terms are net thirty (30) days unless otherwise specified. A one percent (1%) administrative late fee will be added for every month or part of a month that the amount due remains unpaid after its due date.
Patents, Copyrights, Trade Secrets, Other Proprietary Rights
Sales and Other Taxes
1 Notice. Any notice or other communication required or permitted hereunder shall be in writing and shall be deemed to have been given when personally delivered, or when placed in the United States mail, registered or certified, return receipt requested, postage prepaid, and properly addressed to receiving party.
2 Relationship Created. It is agreed that for all purposes Customer shall be NPI’s customer. Neither this Agreement nor any act undertaken or omission allowed by either party shall be construed as creating a partnership, joint venture, principal-agent, co-proprietor arrangement or any other relationship of any type or nature whatsoever.
3 Entire Agreement. This Agreement constitutes the entire Agreement between the parties pertaining to the subject matter hereof and supersedes all prior or contemporaneous agreement, understandings, negotiations and discussions, whether oral or written, in connection with this subject matter hereof. No supplements or modifications or waivers or terminations of said Agreement shall be binding unless executed in writing by the party to be bound. No waiver of any provisions of the Agreement shall be deemed or shall constitute a waiver of any other provisions (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided in writing.
4 Severability. In case any one or more of the provisions contained in this Agreement shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be effected or impaired thereby.
5 Binding on Successors. All of the terms and provisions of this Agreement shall be binding upon and shall insure to the benefit of the parties hereto, their assigns, heirs, administrators, executors or successors.
6 Arbitration. The Parties agree that any dispute or controversy arising out of or pertaining to any interpretations, construction, performance or breach of this Agreement, shall be settled by binding arbitration in accordance with California Code of Civil Procedure section 1280, et seq., before the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) located in Orange, California. JAMS rules then in effect shall not apply to any such arbitration absent the Parties’ mutual consent. The decision of the arbitrator shall be final, conclusive and binding on the Parties to the greatest extent allowed by law.
7 Attorney’s Fees. In the event any party shall commence legal proceedings against the other to enforce the terms hereof, or to declare rights hereunder, as the result of a breach of any covenant or condition of this Agreement, the prevailing party in any such proceeding shall be entitled to recover from the losing party all damages, including without limitation its costs of suit and collection, and all attorney’s fees incurred in connection therewith.
8 Governing Law. The execution, validity, construction and performance of this Agreement shall be construed and enforced in accordance with the laws of the State of California.
This Agreement last executed and came into existence and is to be performed in Orange County, California.
NPI Services, Inc.Terms and Conditions of Sale
QD137 Rev. 3.0