Definitions In this document the following
words shall have the following meanings:
"Buyer" means the organization or
person who buys Goods
"Goods" means the articles to be
supplied to the Buyer by the Seller;
"Intellectual Property Rights"
means all patents, registered and
unregistered designs, copyright, trademarks,
know-how and all other forms of intellectual
property wherever in the world enforceable;
"Seller" means National Aperture,
Inc., 5 Northwestern Drive, Salem, NH 03079
USA
General
These Terms and Conditions shall apply to
sales of Goods by the Seller to the Buyer to
the exclusion of all other terms and
conditions referred to, offered or relied on
by the Buyer whether in negotiation or at
any stage in the dealings between the
parties, including any standard or printed
terms tendered by the Buyer, unless the
Buyer specifically states in writing,
separately from such terms, that it wishes
such terms to apply and this has been
acknowledged by the Seller in writing.
Any variation to these Terms and Conditions
(including any special terms and conditions
agreed between the parties) shall be
inapplicable unless agreed in writing by the
Seller.
Price and Payment
The price shall be as set forth on the
quotation or website.
Credit terms may be offered subject to a
satisfactory credit check of the Buyer by
the Seller. The offer of credit terms will
be at the sole discretion of the Seller.
Where credit is offered payment of the price
and any other applicable costs shall be due
within 30 days of the date of the invoice
supplied by the Seller, unless otherwise
agreed in writing. In cases where credit is
not offered payment will be required before
release of goods by the Seller.
If payment of the price or any part thereof
is not made by the due date, the Seller
shall be
entitled to among all other remedies
permitted by law:
require payment in advance of
delivery in relation to any Goods
not previously
delivered;
refuse to make delivery of any
undelivered Goods without incurring
any liability
whatever to the Buyer for
non-delivery or any delay in
delivery;
Description
Any description given or applied to the Goods is
given by way of identification only and the use of
such description shall not constitute a sale by
description. For the avoidance of doubt, the Buyer
hereby affirms that it does not in any way rely on
any description when entering into the contract.
Sample
Where a sample of the Goods is shown to and
inspected by the Buyer, the parties hereto accept
that
such a sample is representative in nature and the
bulk of the order may differ slightly as a result of
the manufacturing process.
Delivery
Unless otherwise agreed in writing, delivery
of the Goods shall take place at the address
specified by the Buyer on, or as close as
possible to the date required by the Buyer.
The
Buyer shall make all arrangements necessary
to take delivery of the Goods whenever they
are tendered for delivery.
If the Seller is unable to deliver the Goods
because of actions or circumstances under
the
control of the Buyer, then the Seller shall
be entitled to place the Goods in storage
until
such times as delivery may be affected and
the Buyer shall be liable for any expense
associated with such storage.
Any damages, shortages, over deliveries and
duplicated orders should be reported to the
Seller within 14 days of signed receipt to
enable replacement or refund.
RISK
Risk in the Goods shall pass to the Buyer upon
receipt of the goods. Where the Buyer chooses to
collect the Goods itself, risk will pass when the
Goods are entrusted to it or set aside for its
collection, whichever happens first.
TITLE
Title in the Goods shall not pass to the Buyer until
the Seller has been paid in full for the Goods.
RETURN OF UNUSED GOODS
All goods are sold on a firm sale basis,
i.e. the Seller will not take back any goods
not
required or sold by the Buyer, unless
otherwise agreed, in which case the
following terms
apply.
Any returns must be authorized by a
representative of the Seller and assigned an
RMA
(Returned Material Authorization) number
before any credit will be given. This RMA
number must appear on all packaging and
paperwork.
Where the Seller agrees to accept the return
of goods that are not damaged the Buyer will
be
responsible for the cost of shipping and
will ensure that they are carefully packaged
to avoid
any damage in transit. The Seller will not
be obliged to accept any goods that are
damaged
in any way. The Seller will only accept
returns that appear in the Sellers current
Publication
List.
Credit of amounts due or paid in will only
be given for goods that are in saleable
condition.
LIMITATION OF LIABILITY
The Seller shall not be liable for any all
loss or damage suffered by the Buyer in
excess of
the contract price.
Nothing contained in these Terms and
Conditions shall be construed so as to limit
or
exclude the liability of the Seller for
death or personal injury as a result of the
Seller's
negligence or that of its employees or
agents.
INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights produced from or
arising as a result of the performance of any
contract between Seller and Buyer shall, so far as
not already vested, become the absolute property
of the Seller, and the Buyer shall do all that is
reasonably necessary to ensure that such rights vest
in the Seller by the execution of appropriate
instruments or the making of agreements with third
parties.
FORCE MAJEURE
The Seller shall not be liable for any delay or
failure to perform any of its obligations if the
delay or
failure results from events or circumstances outside
its reasonable control, including but not limited
to acts of God, strikes, lock outs, accidents, war,
fire, breakdown of plant or machinery or shortage
or unavailability of raw materials from a natural
source of supply, and the Seller shall be entitled
to
a reasonable extension of its obligations. If the
delay persists for such time as the Seller considers
unreasonable, it may, without liability on its part,
terminate the contract.
RELATIONSHIP OF PARTIES
Nothing contained in these Terms and Conditions
shall be construed as establishing or implying
any partnership or joint venture between the parties
and nothing in these Terms and Conditions
shall be deemed to construe either of the parties as
the agent of the other.
ASSIGNMENT AND SUB CONTRACTING
The contract between the Buyer and Seller for the
sale of Goods shall not be assigned or
transferred, nor the performance of any obligation
sub-contracted, in either case by the Buyer,
without the prior written consent of the Seller.
WAIVER
The failure by either party to enforce at any time
or for any period any one or more of the Terms
and Conditions herein shall not be a waiver of them
or of the right at any time subsequently to
enforce all Terms and Conditions of this Agreement.
SEVERABILITY
If any term or provision of these Terms and
Conditions is held invalid, illegal or unenforceable
for
any reason by any court of competent jurisdiction
such provision shall be severed and the
remainder of the provisions hereof shall continue in
full force and effect as if these Terms and
Conditions had been agreed with the invalid, illegal
or unenforceable provision eliminated.
GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in
accordance with the laws of The State of
New Hampshire USA and the parties hereby submit to
the exclusive jurisdiction of the State of
New Hampshire courts.
CREDIT CARD USAGE
Shopping cart software is provided by Cart32 and is
PCI compliant on their secure servers.
National Aperture Inc. has not given Cart32 or any
credit card processor permission to sell or share
buyer information.
Shopping Cart
Return Policy
All goods are sold on a firm sale basis, i.e. the Seller will not take back
any goods not
required or sold by the Buyer, unless otherwise agreed, in which case the
following terms
apply.
Any returns must be authorized by a representative of the Seller and
assigned an RMA
(Returned Material Authorization) number before any credit will be given.
This RMA
number must appear on all packaging and paperwork.
Where the Seller agrees to accept the return of goods that are not damaged
the Buyer will be
responsible for the cost of shipping and will ensure that they are carefully
packaged to avoid
any damage in transit. The Seller will not be obliged to accept any goods
that are damaged
in any way. The Seller will only accept returns that appear in the Sellers
current Publication
List.
Credit of amounts due or paid in will only be given for goods that are in
saleable condition.
Cancellation Policy Cancellation of a Confirmed Purchase
Order is subject to Cancellation Fees based on the level of completion and
related costs. Re-stocking fees will be charged for all returned standard
off-the-shelf products. No refund or credit will be issued for custom
products, shipping charges and NRE fees.