STANDARD TERMS & CONDITIONS FOR SALE OF PRODUCTS
The following Standard Terms and Conditions are applicable to all quotations and orders between N36 Merchants, LLC(“N36”) and any buyer (“Buyer”) of any products of N36 (“Products”) and are the only terms and conditions, oral or written, applying to the sale of Products to Buyer except for additional terms consistent with these Standard Terms and Conditions on prices, quantities, delivery schedules, and the description and specifications of the Products as set forth in an order form issued by N36 (“N36 Order Form”). N36 hereby objects to and rejects any other terms or conditions appearing on, incorporated by reference in or attached to any purchase order, acceptance, acknowledgement, invoice, transmittal, or other document other than a N36 Order Form. N36 failure to object to any provision contained in a document or communication from Buyer shall not be a waiver of these Standard Terms and Conditions or any N36 Order Form. All proposals, negotiations, representations, quotations, or agreements, if any, written or oral, regarding the sale of any Products and made prior to or contemporaneous with the date of these Standard Terms and Conditions are merged herein.
Acceptance of these Standard Terms and Conditions and any N36 Order Form, both or either of which may be delivered to Buyer in electronic form by N36 shall be deemed to have occurred upon the earlier of (i) executing or accepting these Standard Terms and Conditions, (ii) executing or accepting any N36 Order Form; (iii) when Buyer is aware that N36 has commenced performance thereunder or (iv) taking delivery of any Products. Accepted N36 Order Forms may not be modified, cancelled or rescheduled without N36 written consent and are subject to modification, cancellation or reschedule charges determined by N36.
SPECIFICATIONS OF PRODUCTS
Any specifications for a Product shall be only as set forth in an Order Form (“Specifications”).
PRICES AND PAYMENT TERMS The prices for the Products are as set forth in an applicable N36 Order Form. Any acceptance or issuance by N36 of a N36 Order Form does not provide Buyer with any price protection on Products that would be shipped more than 30 days after the date of the N36 Order Form. The price of Products are subject to modification by N36 at any time, including for changes in prices. Unless different payment terms are specified in a N36 Order Form, payment terms are net 10 days from the date of shipment of Product under a N36 Order Form. Payments must be made by wire transfer and received in N36 account no later than 10 days from the date of shipment of Product. If N36 does not receive full payment by the due date, a late fee will be applied at a rate of 5.0% of the original balance per month. Buyer will incur all charges, if any, related to the wire transfer of the funds to N36 account. Prices exclude any tax or duty now or hereafter imposed upon the production, transportation, export, import, storage, delivery, sale, or use of Products. Any changes to any Specifications, sophistication of print, order patterns, payment terms, or other matters in a N36 Order Form may result in N36 modifying pricing on the applicable Products. Without waiving any other rights or remedies available to N36 under applicable law or otherwise, N36 may, at its option, defer shipment or deliveries of Products until all past-due accounts of Buyer to N36 have been satisfied in full.
TAXES Buyer shall pay N36 any and all governmental taxes, charges or duties of every kind (excluding any tax based upon N36 income) that N36 may be required to pay with respect to the production, transportation, export, import, storage, delivery, purchase, sale or use of the Products. Buyer shall provide N36, on request, with properly completed exemption certificates for any tax or duty from which Buyer claims an exemption.
SHIPMENT; RISK OF LOSS AND INSPECTION Shipment dates are approximate only. Unless different delivery terms are specified in a N36 Order Form, title and risk of loss shall pass to Buyer FOB (Incoterms 2000). Buyer may inspect the Products, or provide for inspection, at the point of shipment. Buyer shall inspect the Products for failure to conform to any Specifications immediately upon receipt.
WARRANTY; DISCLAIMER OF WARRANTY. N36 WARRANTS FOR A PERIOD OF THIRTY DAYS FROM SHIPMENT OF A PRODUCT TO BUYER ONLY THAT THE PRODUCT WILL CONFORM TO ANY SPECIFICATIONS IN A N36 ORDER FORM IN ALL MATERIAL RESPECTS. BUYER’S EXCLUSIVE REMEDY FOR N36 BREACH OF ANY WARRANTY SHALL BE FOR N36 TO, AT N36 ELECTION, PROVIDE TO BUYER REPLACEMENT PRODUCT OR ISSUE BUYER A CREDIT FOR THE PURCHASE PRICE PAID FOR THE PRODUCT. NO CLAIM FOR BREACH OF WARRANTY WILL BE VALID IF MADE AFTER THE PRODUCT HAS BEEN ALTERED OR USED. BUYER SHALL AFFORD N36 A PROMPT AND REASONABLE OPPORTUNITY TO INSPECT ANY PRODUCT FOR WHICH A BREACH OF WARRANTY CLAIM IS MADE. NO PRODUCT SHALL BE RETURNED WITHOUT N36 EXPRESS CONSENT AND THE ISSUANCE OF A RETURN AUTHORIZATION NUMBER AND RETURN INSTRUCTIONS PER N36 CUSTOMER RETURN POLICY. EXCEPT FOR THE WARRANTIES IN THE IMMEDIATELY PRECEDING PARAGRAPH, N36 EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE.
LIMITATIONS OF LIABILITIES In no case shall N36 be liable for any special, incidental or consequential damages based upon breach of contract, negligence, strict liability, tort, or any other legal theory, even if N36 is notified of the possibility of such damages. In all cases, N36 maximum liability arising out of or relating to these Terms and Conditions and any N36 Order Form, regardless of the legal theory, shall not exceed the contract price of the Products supplied by N36 to which such liability relates. N36 shall not be liable for any loss, damage, detention or delay due directly or indirectly to causes beyond its reasonable control, such as acts of God, acts of Buyer, acts of civil or military authority, fires, strikes, floods, epidemics, war, riot, delays in transportation, government restrictions or embargoes, or difficulties in obtaining necessary labor, materials, manufacturing facilities or transportation due to such causes. N36 further reserves the right to allocate inventories and current production and to substitute suitable materials when, in its opinion, circumstances warrant such allocation or substitution.
INDEMNIFICATION BUYER SHALL HOLD HARMLESS AND INDEMNIFY N36 FROM AND AGAINST ANY EXPENSES, CLAIMS OR CAUSES OF ACTION (INCLUDING N36 ATTORNEY’S FEES AND EXPENSES) AS A RESULT OF (i) DEATH, BODILY INJURY, PERSONAL INJURY OR PROPERTY DAMAGE ARISING OUT OF BUYER’S MARKETING, ADVERTISING, SALE, DISTRIBUTION OR USE OF THE GOODS (INCLUDING ANY CLAIMS OR CAUSES OF ACTION BASED ON ITEMS FOR WHICH OR WITH WHICH THE GOODS ARE USED) EXCEPT TO THE EXTENT CAUSED SOLELY BY N36 GROSS NEGLIGENCE; (ii) BUYER’S VIOLATION OF ANY APPLICABLE LAW OR STANDARD IN THE MARKETING, ADVERTISING, LABELING (OR IMPROPER OR INADQUATE LABELING), SALE, DISTRIBUTION OR USE OF THE GOODS OR THE ITEMS WITH WHICH OR FOR WHICH THE GOODS ARE USED; (iii) ANY ALLEGED PATENT, TRADEMARK, TRADE DRESS, COPYRIGHT, TRADE SECRET OR OTHER IP INFRINGEMENT BASED ON BUYER’S SAMPLES, MOCK-UPS OR SPECIFICATIONS; (iv) ANY ILLEGAL, FALSE, MISLEADING OR DECEPTIVE INFORMATION THAT BUYER INSTRUCTS N36 TO PRINT ON OR OTHERWISE APPLY TO OR USE WITH THE GOODS; AND (v) ANY ENVIRONMENTAL POLLUTION, CONTAMINATION OR DAMAGE (INCLUDING, IN ADDITION TO THE ABOVE, FINES AND PENALTIES TO THE EXTENT ALLOWED BY LAW, CLEAN-UP AND OTHER REMEDIAL OR CONTAINMENT COSTS AND LEGAL, TECHNICAL OR SIMILAR FEES AND EXPENSES) ARISING OUT OF SUCH POLLUTION, CONTAMINATION OR DAMAGE TO THE ENVIRONMENT OR NATURAL RESOURCES OCCURRING IN CONNECTION WITH BUYER’S USE OF ANY GOODS REGARDLESS OF CAUSE, INCLUDING BUYER’S NEGLIGENCE, STRICT LIABILITY, OR OTHER ACT OR OMISSION . BUYER WARRANTS THAT CUSTOM GOODS ORDERED BASED ON BUYER’S SAMPLES, MOCKUPS OR SPECIFICATIONS DO NOT INFRINGE ANY TRADE DRESS, COPYRIGHT, TRADE SECRET OR OTHER IP RIGHTS OF OTHERS OR ANY LETTERS PATENT GRANTED BY ANY COUNTRY. N36 RESERVES THE RIGHT (BUT SHALL HAVE NO DUTY) TO DISCONTINUE DELIVERIES OF ANY GOODS, THE MANUFACTURE, SALE OR USE OF WHICH MIGHT: (i) INFRINGE ANY TRADE DRESS, COPYRIGHT, TRADE SECRET, PATENT OR OTHER IP RIGHTS; or (ii) VIOLATE ANY FOREIGN, FEDERAL, STATE OR LOCAL LAW, REGULATION OR ORDER.
AGENCY These Terms and Conditions do not constitute an agency relationship between the parties and neither party shall hold itself out to be the legal representative, agent, or employee of the other party for any purpose whatsoever.
MODIFICATION, WAIVER Neither these Terms and Conditions nor any N36 Order Form, nor any term or provision hereof or thereof may be modified, amended, or waived by Buyer, except by a writing duly executed by N36.
ASSIGNMENT These Standard Terms and Conditions and any N36 Order Form shall be binding upon and inure to the benefit of N36 and Buyer and each of their respective successors and permitted assigns. Neither party shall assign or delegate its rights or responsibilities under these Standard Terms and Conditions or applicable N36 Order Form, or any portion thereof, without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that N36 may assign these Standard Terms and Conditions and any N36 Order Form in connection with a merger, a sale of all or substantially all of its assets or a reorganization without the consent of Buyer by providing notice to Buyer.
SEVERABILITY If any provision of these Standard Terms and Conditions or any N36 Order Form shall be held invalid or unenforceable, such provision shall be deemed deleted from these Standard Terms and Conditions or any N36 Order Form and replaced by a valid and enforceable provision which, so far as possible, achieves the same economic and other benefits for the parties as the severed provision was intended to achieve, and the remaining provisions of these Standard Terms and Conditions and any applicable N36 Order Form shall continue in full force and effect.
NOTICE Any notices and other communications provided for hereunder shall be in writing (including telegraphic, telex, or cable communication) and shall become effective (i) when manually delivered on a business day during normal business hours at the place of receipt to the party to be given such notice, (ii) on the seventh business day following the day when deposited, if mailed by certified or registered mail with return receipt requested and postage thereon fully prepaid, (iii) on the second business day following the day when deposited, if sent by overnight courier, fully prepaid, or (iv) the business day such notice shall have been sent by telex, telegram, telecopier, cable, or similar electronic device, fully prepaid.
ENTIRE AGREEMENT These Standard Terms and Conditions together with any N36 Order Forms represent the entire integrated contract of the parties with respect to the terms of purchase and sale of the Products, and supersedes all previous agreements and understandings between the parties with respect to the subject matter of these Terms and Conditions, and may not be modified except by an instrument in writing signed by the duly authorized representatives of the parties.
GOVERNING LAW AND FORUM These Terms and Conditions and all N36 Order Forms shall be governed by, construed, and interpreted in accordance with the laws of the State of Florida, without reference to the conflicts of laws principles thereof. Any claim, action, suit or other proceeding initiated under or in connection with these Terms and Conditions or any N36 Order Form may be asserted, brought, prosecuted and maintained only in any federal or state court in the State of Florida having jurisdiction over the subject matter thereof, and the parties hereto hereby waive any and all right to object to the laying of venue in any such court and to any right to claim that any such court may be an inconvenient forum. The parties hereto submit themselves to the jurisdiction of each such court and agree that service of process on them in any such action, suit or proceeding may be affected by the means by which notices are to be given to it under these Terms and Conditions.
The information stated below defines our official company policies regarding how the information harvested from our website through both email communications and its online forms.
What Kind of Information Do We Collect?
Generally, we collect contact information like your name, phone number, and email address. In addition to this we may ask for some basic marketing information like how you found out about us and what services you may have an interest in.
3rd Party Links
At times and located throughout our website we may display an active link that is associated with an association, product and/or service that we promote and/or endorse. Since we do not control other websites not under our ownership we cannot be held responsible for the quality or lack of privacy control regarding these sites.
Do We Make Updates to This Policy?
TERMS OF SALE
N36 Merchants Online Store Pricing:
The prices advertised on this site are for N36 Merchants Online Store orders only. All prices are listed in U.S. dollars. Prices and the availability of items are subject to change without notice. Any promotions offered on the N36 Merchants Online Store are only available for purchases made at the N36 Merchants Online Store unless otherwise specified. Errors will be corrected when discovered. Despite our best efforts, some of the products listed on the N36 Merchants Online Store may be incorrectly priced. We are under no obligation to provide the product to you at the incorrect (lower) price, even after we have sent an Order Receipt or a Shipping Confirmation email to the email address you used to create a N36 Merchants Account or to place your
Fees, Taxes & Tax Exempt Purchasing:
Prior to submitting your payment information, you will have the opportunity to review product prices, sales tax, and shipping and handling charges. Applicable sales and use tax is charged on all orders, except for orders being shipped to Delaware, Montana, New Hampshire, Oregon, and certain local jurisdictions in Alaska that have adopted a local sales and use tax as permitted under Alaska law. If you feel that you may be entitled to a sales and use tax exemption because you are exempt from federal income tax under Section 501(c)(3) of the U. S. Internal Revenue Code, or are otherwise exempt from state and local sales and use taxes (for example, if you are a member of an Indian tribe recognized by the United States government and the merchandise is to be delivered to you on an Indian reservation in the United States) , please register as a wholesale customer and provide the applicable sales and use tax exemption certificate.
- Credit/Debit Card:
The N36 Merchants Online Store accepts American Express, Discover, MasterCard, and Visa. There is a credit card processing fee incurred by purchaser for each transaction. Please contact N36 Merchants prior to your order for the processing fee. You must use a U.S. credit/debit card with U.S. billing and shipping addresses (for details, see Shipping and Handling). If your card is expired, we will notify you and ask you to enter the credit/debit card number again with the new expiration date.
- PayPal/PayPal Credit:
If you select PayPal or PayPal Credit as your payment option, you will continue through the standard checkout process. Once you click ”submit order,” you will automatically be redirected to PayPal to complete your payment. Your order will not be submitted until you complete the checkout process on PayPal. PayPal and PayPal Credit cannot be used for subscription-based purchases or combined with any other payment method for transactions. To use PayPal or PayPal Credit, your country of residence must be the U.S. Please refer to PayPal terms and conditions and PayPal Credit terms and conditions.
Have questions about PayPal or PayPal Credit? Visit the PayPal website to view the PayPal/PayPal Credit FAQs
You may also pay by a check drawn on a bank account located in the United States by reaching out to our Accounting Office at Finance@N36Merchants.com.
- Wire Transfer
You may pay by wire transfer via a bank account located in the United States by reaching out to our Accounting Office at Finance@N36Merchants.com.
Order Confirmation and Cancellation:
If for any reason we are unable to process your payment, we reserve the right to cancel your order. The N36 Merchants Online Store reserves the right to decline or cancel orders at any time. Order Receipt, Backorder Notification and Shipment Confirmation e-mails are sent to the e-mail address you used to create an account or to place you order. We assume no responsibility for issues resulting from such declines, cancellations, or e-mail notification failure. All orders are electronically transferred to our warehouse at the time they are placed, and they cannot be cancelled by you (except backordered items that have not yet arrived in our warehouse. If you decide you do not want the order after it is delivered, please see our Return Policy. If an order is processed in error, contact our Customer Service Office immediately at CustomerService@N36Merchants.com
Shipping and Handling:
The shipping and handling charge is intended to compensate N36 Merchants USA for the cost of handling your order, packaging the product(s) you have purchased, and delivering it/them to you or to the recipient you designate. Prior to submitting your payment information, you will have the opportunity to review the applicable shipping and handling charge. The N36 Merchants Online
Store ships merchandise to street addresses within the 50 United States and the District of Columbia only. The N36 Merchants Online Store only accepts billing and shipping addresses in the 50 United States and the District of Columbia. We do not ship orders to APO/FPO or P.O. Boxes, and we do not ship to Guam, Puerto Rico, or the U.S. Virgin Islands. Please avoid using “vanity addresses,” as this could result in a delay in delivery. We do not allow address changes after an order has been confirmed.
Typographical and Photographical Errors:
The N36 Merchants Online Store is not responsible for typographical or photographical errors.
All sales are final unless products are damaged or defective. Damaged or defective merchandise can be refunded within 10 days less a restocking fee of 20% of the order value. To be eligible for a return, your item must be unused and in the same condition that you received it. It must also be in the original unopened packaging. Some types of goods may be exempt from being returned including sanitary goods or hazardous materials. To complete your return we need a receipt or proof of purchase.
Timeframe and Shipping Instructions for Returns/Exchanges
All returns and exchanges must be accompanied by a Return Merchandise Authorization (RMA) number.
- To return or exchange defective or unopened merchandise, customers must (a) obtain an RMA number within 3 calendar days of the date the order was delivered to the delivery address specified on the order and (b) return the merchandise to the N36 Merchants Online Store within the Return Period of 10 calendar days of the date the RMA number was issued by the N36 Merchants Online Store.
- The N36 Merchants Online Store address can be found on the peel-off label on your packing slip. To receive an RMA number for returns or exchanges, contact the N36 Merchants Office CustomerService@N36Merchants.com
- The RMA number must be clearly written on the outside of the shipping package. We recommend that you ship the merchandise you are returning via FedEx, UPS or other delivery service that provides tracking information and insurance, since the N36 Merchants Online Store will not be responsible
for returns that are lost or damaged in transit.
- We will not accept any returns or exchanges after the Return Period.
If there are any questions regarding these policies, you may contact our office at CustomerService@N36Merchants.com