Effective Date: January 1, 2020
This privacy notice discloses the privacy practices for N1 Architectural Systems, LLC, and our website: n1arch.com. This privacy notice applies solely to information collected by this website, except where stated otherwise. It will notify you of the following:
What information we collect;
With whom it is shared;
How it can be corrected;
How it is secured;
How policy changes will be communicated; and
How to address concerns over misuse of personal data.
Information Collection, Use, and Sharing
We are the sole owners of the information collected on this site. We only have access to/collect information that you voluntarily give us via email or other direct contact from you. We will not sell or rent this information to anyone.
We will use your information to respond to you, regarding the reason you contacted us. We will not share your information with any third party outside of our organization, other than as necessary to fulfill your request, e.g., to ship an order.
Your Access to and Control Over Information
You may opt out of any future contacts from us at any time. You can do the following at any time by contacting us via the email address or phone number provided on our website:
See what data we have about you, if any.
Change/correct any data we have about you.
Have us delete any data we have about you.
Express any concern you have about our use of your data.
In order to place orders on this website, a user may be required to first complete a registration form. During registration, a user is required to give certain information (such as name and email address). This information is used to contact you about the products/services on our site that you purchased or in which you expressed interest. At your option, you may also provide demographic information (such as gender or age) about yourself, but it is not required.
We request information from you on our order form. To buy from us, you must provide contact information (like name and shipping address) and financial information (like credit card number, expiration date). This information is used for billing purposes and to fill your orders. If we have trouble processing an order, we will use this information to contact you.
We may share aggregated demographic information with our partners and advertisers. This is not linked to any personal information that can identify any individual person.
We use an outside shipping company to ship orders, and a credit card processing company to bill users for goods and services. These companies do not retain, share, store or use personally identifiable information for any secondary purposes beyond filling your order.
We partner with another party to provide specific services, e.g. assembly and/or installation of N1 products. When the user signs up for or requests these services, we will share names, or other contact information that is necessary for the third party to provide these services. These parties are not allowed to use personally identifiable information except for the purpose of providing these services.
We take precautions to protect your information. When you submit sensitive information via the N1 website, your information is protected both online and offline.
Wherever we collect sensitive information (such as credit card data), that information is encrypted and transmitted to us in a secure way. You can verify this by looking for a closed lock icon at the bottom of your web browser or looking for "https" at the beginning of the address of the web page.
While we use encryption to protect sensitive information transmitted online, we also protect your information offline. Only employees who need the information to perform a specific job (e.g. billing or customer service) are granted access to personally identifiable information. The computers/servers on which we store personally identifiable information are kept in a secure environment.
We may use "cookies" on this site. A cookie is a piece of data stored on a site visitor's hard drive to help us improve your access to our site and identify repeat visitors to our site. For instance, when we use a cookie to identify you, you would not have to log in a password more than once, thereby saving time while on our site. Cookies can also enable us to track and target the interests of our users to enhance their experience on our site. Usage of a cookie is in no way linked to any personally identifiable information on our site.
This web site may contain links to other sites. Please be aware that we are not responsible for the content or privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of any other site that collects personally identifiable information.
California Consumer Privacy Act of 2018 (“CCPA”)
Effective January 1, 2020, Users residing in California have the following rights:
a. Users have the right to opt-out of N1’s sale of their personal information.
b. Users have the right to request the deletion of their personal information.
c. Users have the right to request N1 disclose to the User, no more than twice in a 12-month period, the personal information about User that N1 collects, uses, discloses, and sells during the preceding 12 months, which shall include as follows, if applicable:
i. The categories of personal information that N1 collected and sold about User or shared for a business purpose with N1’s service providers.
ii. The sources from which N1 collected such information.
iii. The third parties with whom N1 shared that personal information and to whom N1 sold that personal information.
iv. The business or commercial purpose for collecting or selling that personal information.
v. The specific pieces of personal information N1 collected about Users.
Security. The Internet is not 100% secure. N1 cannot promise that Users’ use of the Platform will be completely safe. We encourage Users to use caution when using the Internet. N1 uses reasonable means to safeguard personal information under N1’s control. A user id and a password are needed to access certain areas of the Platform. It is the User’s responsibility to protect their username and password.
Storage of Information. Information N1 maintains may be stored in the United States. If the User lives outside of the United States, the User understands and agrees that N1 may transfer your personal information to the United States. The platform is subject to U.S. laws, which may not provide the same level of protections as those in User’s country of residence.
Notification of Changes
Whenever material changes are made to the privacy notice we will notify our consumers by electronic mail. By using the N1 web site, you consent and authorize N1 to send you correspondence, notice and advertising through electronic mail. You may, however, at any time opt out of receiving communications from N1 by sending us correspondence via electronic mail by replying to a N1 electronic mail with the message “Stop Web Notices” in the subject line or via U.S. Mail to our corporate offices at N1 Architectural Systems, LLC | Attn: Website Maintenance |552 East Carson Street, Suite 341 | Carson, California 90745.
STANDARD TERMS AND CONDITIONS OF SALE
TERMS & CONDITIONS OF SALE. The goods that are the subject of a sale by N1 Architectural Systems, LLC, ("N1") to Buyer are referred to as the "Products." All sales of Products by N1 are governed by and subject to (a) N1’s quotation, order acknowledgement, or a separate written agreement signed by an authorized representative of N1, as applicable, and (b) these terms and conditions, whether or not they are specifically referenced in or incorporated by N1’s quotation, order acknowledgement, or the separate written and signed agreement. Any irreconcilable conflict between these terms and conditions and any terms in N1’s quotation, order acknowledgement, or a separate written and signed agreement shall be resolved in favor of the quotation, order acknowledgement, or the separate written and signed agreement. N1’s acceptance of Buyer's purchase order shall not constitute acceptance of any of Buyer's terms and conditions. TERMS ADDITIONAL TO OR DIFFERENT FROM THESE TERMS AND CONDITIONS, INCLUDING BUT NOT LIMITED TO TERMS CONTAINED IN BUYER'S PURCHASE ORDER OR BUYER'S STANDARD TERMS AND CONDITIONS OF PURCHASE, ARE DEEMED MATERIAL AND HEREBY REJECTED UNLESS OTHERWISE ACCEPTED BY N1 IN WRITING.
BUYER'S ASSENT TO THESE TERMS AND CONDITIONS. Buyer's assent to these terms and conditions shall be conclusively presumed from Buyer's (1) use and ordering on N1’s website and/or use of N1’s web-based purchase order, (2) receipt of N1’s order acknowledgment without written objection sent to N1 within ten (10) days after receipt of the order acknowledgement, (3) instructing N1 to begin work or ship any of the Products after receipt of N1’s order acknowledgement, (4) acceptance of or payment for all or any part of the Products, or (5) taking any other action evidencing Buyer's acceptance of the benefits of the agreement between the parties. N1 may commence performance in reliance upon Buyer's acceptance of these terms and conditions, and N1 will not be obligated to fulfill an order or request for the Products unless N1 affirmatively acknowledges the order. BUYER AND N1 AGREE THAT THESE TERMS AND CONDITIONS ARE ACCEPTED IN GOOD FAITH BY BOTH PARTIES AS THE CONTROLLING AND FINAL TERMS AND CONDITIONS.
ENTIRE AGREEMENT. Except as otherwise agreed to by N1 in writing, the terms and conditions set forth herein, together with N1’s quotation, order acknowledgement, or a separate written and signed agreement, as applicable, shall constitute the complete and final agreement between N1 and Buyer (the "Agreement"), superseding completely any prior oral or written communications.
MODIFICATION. No modification of this Agreement or waiver of any of its terms will be binding on N1 unless clearly expressed in writing and signed by an authorized representative of N1. This paragraph excludes, among other things, purported modifications and waivers by oral agreement, course of performance, and usage of trade. N1 and Buyer expressly agree that N1 may modify these terms and conditions from time to time, and such modifications shall be binding upon Buyer.
DELIVERY. Delivery dates are approximate. The failure to meet an indicated delivery date will not constitute a breach of this Agreement. In no event shall N1 be liable for any claims for labor or for any special, indirect, incidental, or consequential damages including, but not limited to, demurrage charges, cost of shipment, downtime, lost profits (whether direct or indirect), lost sales, or any other damages resulting from delay in delivery. If N1’s production or delivery is delayed, N1 may allocate production and delivery among its customers in a manner it deems reasonable. N1 reserves the right to change or redesignate any product source listed in this Agreement. ACCEPTANCE OF THE PRODUCTS BY BUYER UPON DELIVERY SHALL CONSTITUTE A WAIVER BY BUYER OF ANY CLAIM FOR DAMAGES ON ACCOUNT OF DELAY IN DELIVERY OR PERFORMANCE.
SHIPMENT AND RISK OF LOSS. All deliveries shall be by the United States Postal Service, United Parcel Service, Federal Express or other reputable national or international delivery service or other carrier from N1’s facility, freight prepaid or freight collect to destination. Unless otherwise agreed in writing, N1 may, in its sole discretion, select the shipping method, the carrier and the applicable freight charges. If Buyer desires to pick up the Products at N1’s facility, Buyer must contact N1 to arrange a mutually convenient time for pick up. Buyer shall indemnify and hold harmless N1 from and against any claims, damages or liabilities suffered by N1 resulting from any acts or omissions of carrier. Title to the Products and risk of loss to the Products and Service Items shall pass to the Buyer at the point of shipment from N1’s facility, whether freight prepaid or freight collect to destination, regardless of which party selects the carrier and arranges the freight charges or particulars of shipment. Risk of loss for damage or delay in transit shall be borne by Buyer. Buyer shall file and pursue any claims directly with the carrier related to loss, damage or delay in transit, and Buyer shall not assert such claims against N1 or deduct from amounts owing to N1.
RELEASE OF GOODS FOR SHIPMENT. Buyer must release the Products for shipment within twenty (20) days after N1 notifies Buyer that those items are ready for shipment. After such 20-day period, Buyer will pay a holding charge determined in good faith by N1 and/or N1 may ship the Products to Buyer without further notification. Buyer agrees to accept delivery of all shipped Products and to pay the applicable price. N1 has the right to sell or scrap any Products without notice to Buyer if Buyer has not released the Products for shipment within forty-five (45) days after N1 notifies Buyer that the Products are ready for shipment, and Buyer shall be responsible for any difference between the agreed purchase price and the sale price or the scrap allowance.
CANCELLATIONS BY BUYER. "Cancellation Costs" include all labor, materials, overhead, general and administrative costs, restocking charges, surcharges levied on material by outside suppliers, sub-vendor cancellation charges, excess inventory charges, value of storage space, inventory tax charges, banking and finance charges, scrapping and disposal fees, and other harm, costs and charges incurred directly or indirectly by N1 in connection with a cancellation of an order for the Products. Buyer is not entitled, without N1’s prior written consent, which may be withheld or conditioned in N1’s sole discretion, to cancel delivery of the Products for all or any part of an order at any time after purchase. N1 may treat as a cancellation any proposed delay greater than 60 days. If N1 consents to the cancellation, Buyer shall pay a cancellation charge in an amount determined in N1’s sole discretion to reflect all applicable Cancellation Costs, including, at a minimum, a storage charge, inventory carrying costs, financing costs associated with the finished Products, work in process and raw materials, and costs of inactive labor, from the original purchase date until the time of delivery or performance. The Cancellation Charge may also include, at N1’s sole discretion, a reasonable and equitable profit for N1. If N1’s work on an order requires material from Buyer or a third party, and N1 does not timely receive material that strictly conforms to N1’s requirements, including chemical composition, physical properties and dimensions, N1 may delay performance of or cancel the order without liability.
SPECIFICATIONS. The material specifications, quality requirements, or any other aspect of the Products or their manufacture (the "Product Specifications") is controlled by N1’s quotation, order acknowledgement, separate written and signed agreement, and/or N1’s discretion. If any of the Product Specifications in N1’s quotation, order acknowledgement, or separate written and signed agreement differ materially from the Product Specifications requested by Buyer, N1 may, in its sole discretion, require that Buyer provide a written acknowledgment and acceptance of the Product Specifications in N1’s quotation, order acknowledgement, or separate written and signed agreement prior to the manufacture or delivery of the Products or Service Items. Buyer is not entitled, without N1’s prior written consent, which may be granted or withheld in N1’s sole discretion, to make any changes to Product Specifications in N1’s quotation, order acknowledgement, or separate written and signed agreement. If N1 consents to the change, N1 may condition its consent on Buyer's agreement to price adjustments and other compensating payments satisfactory to N1. In addition to all other remedies available to it under applicable law, N1 may refuse to comply with any change to which N1 has not given its prior written consent.
GOVERNMENT CONTRACTS. If Buyer is purchasing the Products for a government contract or sub-contract, Buyer shall promptly notify N1 of that fact and of any contractual terms from the government procurement laws and regulations that Buyer is obligated to include in its contracts for such Products or Services. No government procurement provisions will be included in this Agreement unless agreed to in a writing signed by an authorized representative of N1.
PURCHASE PRICE. The purchase price of the Products shall be as stated in N1’s website, quotation, order acknowledgement, or separate written agreement signed by an authorized representative of N1, as applicable. Unless agreed by N1 in writing, the purchase price does not include shipment costs. If the Products are shipped freight prepaid, the charge for freight shall be added to the invoice. Prices are based on and assume Buyer's compliance with all of the terms and conditions of this Agreement, including a promise by Buyer to purchase a particular mix of goods, a certain quantity of goods, or a certain percentage of Buyer's requirements for the goods. N1 may adjust prices, in its sole discretion, if the circumstances do not coincide with the forgoing assumptions. In addition, N1 may at any time adjust prices based on changes to energy costs, raw material costs, labor costs and exchange rates.
PAYMENT TERMS. Payment terms are cash in advance, which means payment in full is due before Products are shipped, with no discount allowed on transportation charges. Interest will accrue on invoices unpaid after the net due date at the annual rate of 12% or the maximum legal contract interest rate, whichever is greater.
SHIPPING WEIGHT. All weights offered, shown or calculated with respect to the Products, other than actual shipping weights, are approximate estimated weights only. If sale terms are on a weight basis, N1’s actual shipping weights are to govern the performance of this Agreement. If such an approximate weight is offered, shown or calculated, Buyer shall nevertheless accept N1’s shipping weights as the basis of full and complete delivery, and make payment therefor.
SURCHARGES; PRICE ADJUSTMENTS. For purchases made pursuant to a separate written agreement signed by an authorized representative of N1, if N1 announces a surcharge, such surcharge shall become effective for the Products scheduled for shipment beginning on the date set forth in N1’s announcement of such surcharge or, if there is no such date, immediately upon such announcement. For all other purchases, including, but not limited to, spot purchases: (i) if N1 announces a general price increase, such price increase shall become effective for the Products scheduled for shipment beginning on the date set forth in N1’s announcement of such price increase or, if there is no such date, immediately upon such announcement; and (ii) if N1 announces a surcharge, such surcharge shall become effective for the Products scheduled for shipment beginning on the date set forth in N1’s announcement of such surcharge or, if there is no such date, immediately upon such announcement.
TAXES. Prices do not include any taxes or other assessments. All taxes, duties, fees, assessments or other charges of any kind imposed by any federal, state, municipal or other governmental authority which N1 is required to collect or pay with respect to the provision, production, sale or shipment of the Products or Services shall be the responsibility of Buyer. Buyer agrees to pay all such taxes and further agrees to reimburse N1 for any such payments made by N1. Buyer hereby affirms that it is purchasing the Products referenced herein for end use, and that Buyer is the end user of the Products.
FAILURE OF PAYMENT. If Buyer fails to make payment in full or in part when due or refuses to pay any applicable price increases or surcharges, N1 shall have the right to: (i) immediately suspend performance and cancel the unfinished portion of any outstanding orders, (ii) declare all unpaid amounts for the Products delivered immediately due and payable, and (iii) withhold further deliveries. If N1 elects to proceed with an order after the suspension of performance, N1 shall have an extension of time for performance as is necessitated by the suspension. N1 shall have the right to enforce payment of the full purchase price, including any price increase or surcharge, for Products already delivered or in process. Buyer shall reimburse N1 for all costs of collection, including reasonable attorney's fees, incurred as a result of Buyer's failure to make payments when due.
SETOFF. N1 shall have the right to credit toward the payment of any monies that may become due Buyer hereunder any amounts which may now or hereafter be owed to N1 or any of its subsidiaries or affiliates. Buyer shall pay N1’s invoices without discount, setoff or reduction for any reason, including asserted warranty claims or other claims of non-performance by N1.
ACCORD AND SATISFACTION. Checks or payments, whether full or partial, received from or for the account of Buyer, regardless of writings, legends or notations upon such checks or payments, or regardless of other writings, statements or documents, shall be applied by N1 against the amount owing by Buyer with full reservation of all N1’s rights and without an accord and satisfaction of Buyer's liability.
NO WARRANTIES. N1 MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE EXPRESSLY DISCLAIMED.
SHORTAGE OF GOODS OR DAMAGED GOODS. Claims by Buyer with respect to shortage of Products invoiced or for damaged Products must be made to N1 in writing no later than thirty (30) days from the date the Products were delivered to Buyer. All claims must be made only for substantial cause, must be in writing, and must specify the reason(s) for the claim. THE FAILURE TO NOTIFY N1 OF ANY CLAIM WITHIN THE TIME PERIOD SPECIFIED BY THIS SECTION SHALL CONSTITUTE A WAIVER OF AND BAR SUCH CLAIM. N1 SHALL INCUR NO LIABILITY FOR SHORTAGE OR DAMAGE ALLEGED TO HAVE OCCURRED OR EXISTED AT OR PRIOR TO DELIVERY TO THE CARRIER UNLESS BUYER SHALL HAVE ENTERED FULL DETAILS THEREOF ON CARRIER'S DELIVERY RECEIPT WHICH MUST BE SIGNED BY THE CARRIER'S AGENT. N1 MUST BE GIVEN AN OPPORTUNITY TO INVESTIGATE THE CLAIM BEFORE BUYER DISPOSES OF THE PRODUCTS. ANY DAMAGED PRODUCTS SHALL NOT BE RETURNED, REPAIRED OR DISCARDED WITHOUT N1'S WRITTEN PERMISSION.
SPECIAL CONDITIONS FOR SECONDARY PRODUCT SALES. Notwithstanding anything in this Agreement to the contrary, the following special terms and conditions shall apply to all secondary sales of Products: (a) any descriptions, samples and specifications for such Products are not warranted by N1 to be accurate or complete and N1 shall not be responsible for the consequences of any inaccuracies, insufficiencies or omissions in such descriptions, samples and specifications; (b) such Products are sold on an "as is" basis; (c) deficiencies of quality, character, size or condition shall not constitute grounds for claim against N1 and no such claims shall be honored; (d) N1 shall not in any event be liable for transportation or handling costs or for the costs of any work done or materials furnished by Buyer or anyone with respect to the Products sold or for any incidental or consequential damages in contract, in tort or otherwise to Buyer or anyone else or for any injury to person or property by reason of any deficiencies or alleged deficiencies in such Products or any failure or alleged failure of such Products to meet applicable descriptions or specifications; (e) Buyer agrees to indemnify and hold harmless N1 from and against all claims, demands or actions in contract, in tort or otherwise, including the defense thereof, brought against N1, whether based on an act, omission or negligence of Buyer, or act, omission or negligence of N1, in connection with the manufacture, sale, or use of the Products, or upon any defect in the Products, whether or not caused by N1, its agents or employees; and (f) N1 reserves the right to reject any or all bids or withdraw any Products from sale.
MECHANICAL PROPERTIES; CHEMICAL ANALYSES. N1 makes no warranty with respect to data referring to mechanical properties or chemical analyses of tests performed on specimens of the Products. Any data referring to mechanical properties or chemical analyses are the result of tests performed on specimens obtained from specific locations on the Products in accordance with proscribed sampling procedures.
TECHNICAL ADVICE. N1 assumes no obligation or liability for any technical advice furnished to Buyer, including without limitation technical advice with respect to the use of the Products, all such technical advice being given and accepted at Buyer's risk. N1 will not be liable for any damages of any kind arising out of or relating to the use of or the inability to use the information provided, including but not limited to any special, indirect, incidental or consequential damages including, without limitation, demurrage charges, cost of shipment, downtime, lost profits (whether direct or indirect), or lost sales, whether foreseeable or not, and even if N1 has been advised of the possibility of damages.
ELECTRIC SHOCK HAZARD. N1’s Products contain metal and metal alloy parts and components which may conduct or transmit electricity and constitute a shock hazard from the use or misuse of the Product. N1 assumes no obligation or liability from the improper use of its Products. TO GUARD AGAINST INJURY, BUYER AND USER ARE ADVISED TO FOLLOW BASIC SAFETY PRECAUTIONS WHEN HANDLING PRODUCTS COMPOSED OF METAL AND METAL ALLOY, INCLUDING READING AND SAVING ALL NOTICES, WARNINGS, AND SAFETY INSTRUCTIONS RECEIVED WITH N1 PRODUCTS, DISCONNECTING ALL POWER WHEN INSTALLING OR USING THE PRODUCT, ENSURING PROPER ELECTRICAL INSULATION IS USED WHEN USING OR INSTALLING THE PRODUCT, AND OBSERVING ANY AND ALL SAFETY PRACTICES AS REQUIRED UNDER APPLICABLE LAW.
NOT INTENDED AS A FIRE BARRIER. Although N1 Products are made from aluminum and/or aluminum components, N1 does not advise, represent, or warrant that its Products are fit for the purposes of or requirements for a fire barrier or fireproofing. As with all metals, the Buyer and/or User should be aware that metals may also burn or be combustible at certain high temperatures. N1 IS NOT RESPONSIBLE OR LIABLE FOR BUYER’S AND/OR USER’s SEPCIFIC installation and use of the Products. BUYER ANd/OR USER IS SOLELY RESPOONSILBE FOR INSTALLING AND USING N1 PRODUCTS in compliance with applicable building codes and law.
INTELLECTUAL PROPERTY. Nothing in this Agreement is to be construed as a grant or assignment of any license or other right to Buyer of any of N1’s or its affiliates' intellectual property rights, whether patent, trademark, trade secret, copyright or otherwise. All improvements and developments related to the Products or the efforts of N1 and Buyer will be owned exclusively by N1, and Buyer shall reasonably cooperate with N1 in confirming that result.
TRADEMARKS. N1 Architectural Systems® and other N1 product names, model numbers, logos, commercial symbols, trade names and slogans are trademarks and the distinctive shapes of N1. Buyers and Users are prohibited from using any of the marks appearing on this website and Products without the express prior written consent of N1, except as permitted by applicable laws. Other marks and logos shown on this website may be marks owned by third parties not affiliated with N1 and are used with permission. Nothing shown on this website should be construed as granting, by implication, estoppel or otherwise, any permission, license or right to use any trademark, service mark or trade name displayed on this website without the written permission of N1 or the third-party owner. The use of any N1 logo or mark, whether registered or unregistered, as a hyperlink to this website or any other N1 website is strictly prohibited unless consented to in writing by N1.
CONFIDENTIALITY. Any pricing or other sensitive commercial information provided by N1 to Buyer is proprietary to N1 and shall be held in confidence by Buyer, shall only be used by Buyer in connection with this sale, and shall not be used for any other purposes or disclosed to third parties without N1’s prior written consent. Buyer shall be liable for any loss to N1 or commercial gain by others from unauthorized use of confidential information occasioned by Buyer's failure to comply with this provision.
AUDIT. Unless otherwise agree to in writing by an authorized representative of N1, Buyer shall have no right to audit any books or records of N1 and Buyer shall have no right to enter into any facility owned or controlled by N1.
LIMITATION OF LIABILITY. N1’S LIABILITY, WHETHER IN CONTRACT, IN TORT, UNDER WARRANTY, IN NEGLIGENCE, OR OTHERWISE, SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCTS, AND UNDER NO CIRCUMSTANCES SHALL N1 BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, DEMURRAGE CHARGES, COSTS OF SHIPMENT, DOWNTIME, LOST PROFITS (WHETHER DIRECT OR INDIRECT), LOST SALES, DAMAGE TO EQUIPMENT, OR CLAIMS OF BUYER'S CUSTOMERS OR OTHER THIRD PARTIES FOR DAMAGES OR PENALTIES, WHETHER OR NOT BUYER IS LEGALLY OBLIGATED TO PAY THEM. N1’S LIABILITY HEREUNDER SHALL BE LIMITED TO THE OBLIGATION TO REPAIR OR REPLACE, AT N1’S SOLE DISCRETION, ONLY THOSE PORTIONS OF THE PRODUCTS PROVEN TO HAVE FAILED TO MEET IN MATERIAL RESPECT THE SPECIFICATIONS ON N1’S WEBSITE, QUOTATION, ORDER ACKNOWLEDGEMENT, OR SEPARATE WRITTEN AND SIGNED AGREEMENT AT THE TIME OF SHIPMENT FROM N1’S FACILITY. N1 AND BUYER EXPRESSLY AGREE TO THIS ALLOCATION OF RISK AND THE PRICE STATED FOR THE PRODUCTS OR SERVICES IS CONSIDERATION FOR THE LIMITATION ON N1’S LIABILITY. THIS DISCLAIMER AND EXCLUSION WILL APPLY EVEN IF THE EXCLUSIVE REMEDY DESCRIBED IN THIS SECTION FAILS ITS ESSENTIAL PURPOSE.
INDEMNIFICATION. Buyer agrees to indemnify, defend and hold harmless N1, its directors, officers, employees, agents, successors and assigns from and against any and all damages, losses, expenses, costs (including without limitation reasonable attorney's and accountant's fees), claims, suits, actions, judgments or other liability asserted against or incurred by N1 arising out of (a) Buyer's breach of its obligations hereunder, (b) Buyer's negligence or misconduct, or (c) Buyer's misuse or misapplication of the Products or damage to the Products caused by Buyer or its employees, agents or successors.
FORCE MAJEURE. N1 shall not be responsible for cancellation or delay in delivery or performance resulting, in whole or in part, from causes beyond its reasonable control, including, but not limited to: acts of God; acts of Buyer; strikes or other labor disturbances regardless of whether or not N1 is capable of settling such strike or disturbance; mill or facility conditions; temporary or permanent mill or facility closures; equipment failure; inability to obtain fuel, material, or parts; war; acts of terrorism; sabotage; riot; delays in transportation; repairs to equipment; natural disasters; epidemics; floods; fires; action of governmental authorities (valid or invalid); severe weather conditions; accidents; explosions; failure of or inability to obtain power, raw materials, suppliers, labor, equipment or transportation; a court or administrative injunction or order; or any other contingency the non-occurrence of which was a basic assumption on which this Agreement was made.
GOVERNING LAW; FORUM SELECTION. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of California, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Buyer, acting for itself and its successors and assigns, hereby expressly, irrevocably, and exclusively consents, pursuant to the Dispute Resolution and Arbitration provisions below, to mediate and/or arbitrate any dispute that may arise out of or be related to this Agreement, the Arbitration clause, and the applicability or appeal thereof, or the purchase or use of the Products, with exclusive jurisdiction of the Superior Court of California for Los Angeles County (“LASC”), for any litigation to compel either party to enforce the Dispute Resolution and Arbitration provisions or for any remedy not available in arbitration. Any action brought in LASC may not be transferred or removed to any other court, except to the extent LASC may order the parties to arbitration. Buyer waives any objection based upon forum non-conveniens or any objection to venue of any such action.
STATUTE OF LIMITATIONS. BUYER AND N1 AGREE THAT, UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT, ANY ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT OR THE SALE OF THE PRODUCTS MUST BE BROUGHT WITHIN ONE YEAR AFTER THE DATE ON WHICH THE PRODUCTS IN QUESTION WERE DELIVERED TO BUYER OR THE DATE ON WHICH THE EVENT GIVING RISE TO THE ACTION OCCURRED, WHICHEVER IS EARLIER.
DISPUTE RESOLUTION. Buyer and N1 will attempt in good faith to resolve promptly any dispute arising out of or relating to this Agreement or the breach thereof. If a dispute should arise, BUYER AND N1 AGREE TO SUBMIT THE DISPUTE TO MEDIATION. BUYER AND N1 FURTHER AGREE THAT THEIR PARTICIPATION IN MEDIATION IS A CONDITION PRECEDENT TO ANY PARTY PURSUING ANY OTHER AVAILABLE REMEDY IN RELATION TO THE DISPUTE. Mediation involves no formal court procedures or rules of evidence, and the mediator does not have the power to render a binding decision or force an agreement on the Parties. Buyer and N1 agree that the entire mediation procedure will be confidential. Buyer or N1 must give written notice of their desire to commence mediation, and a mediation session must take place within a reasonable date after such notice is given. The mediation shall be attended by representatives and/or counsel for each Party with authority to resolve the dispute. Buyer and N1 will jointly appoint a mutually acceptable and neutral mediator. If Buyer and N1 are unable to agree upon the appointment of a mediator within seven (7) days after notice of desire to mediate is given, Buyer or N1 may apply to the American Arbitration Association for appointment of a mediator. The mediation shall be held in Los Angeles, California. Buyer and N1 agree that the expenses of mediation shall be borne equally by both Parties.
ARBITRATION. In the event of any controversy or claim arising out of or relating to this Agreement, or a breach thereof, and/or the Parties’ relationship, this Arbitration clause and the applicability or appeal thereof, or the purchase or use of the Products, the parties hereto shall first attempt to settle the dispute by mediation, as described in the paragraph above. If settlement is not reached within sixty days after service of a written demand for mediation, or any unresolved controversy or claim remains, or if meditation is otherwise unsuccessful in resolving the parties’ dispute, BUYER AND N1 AGREE TO SUBMIT THE DISPUTE TO BINDING ARBITRATION administered by the American Arbitration Association under its Commercial Arbitration Rules. The number of arbitrators shall be one. The place of arbitration shall be Los Angeles, California. California law shall apply. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Any dispute, controversy or claim arising out of or relating in any way to the parties’ Agreement and/or relationship, including without limitation any dispute concerning the construction, validity, interpretation, enforceability or breach of the Agreement, shall be exclusively resolved by binding arbitration upon a party’s submission of the dispute to arbitration. In the event of a dispute, controversy or claim arising out of or relating in any way to the parties’ Agreement and/or the parties’ relationship, the complaining Party shall notify the other Party in writing thereof. Within sixty (60) days of such notice, both Parties shall attempt to resolve the dispute through mediation, as outlined in the “Dispute Resolution” paragraph, above, in good faith. Should the dispute not be resolved within sixty (60) days after such notice, the complaining party shall seek remedies exclusively through arbitration. The demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in question has arisen, and in no event shall it be made after one year from when the aggrieved party knew or should have known of the controversy, claim, dispute or breach.
This agreement to arbitrate shall be specifically enforceable. A party may only apply to LASC for interim or conservatory relief, including without limitation a proceeding to compel arbitration.
The arbitration shall be conducted by one arbitrator. If the parties are not able to agree upon the selection of an arbitrator, within twenty (20) days of commencement of an arbitration proceeding by service of a demand for arbitration, the arbitrator shall be selected by the American Arbitration Association in accordance with the terms of this Agreement.
The arbitrator shall have at least ten (10) years of experience in commercial disputes and also shall have served as an arbitrator at least three (3) times prior to their service as an arbitrator in this arbitration.
The arbitration shall be conducted in accordance with the existing Commercial Rules of the American Arbitration Association.
The arbitration shall be conducted in Los Angeles, California.
The laws of the State of California shall be applied in any arbitration proceedings, without regard to principles of conflict of laws.
It is the intent of the parties that, barring extraordinary circumstances, arbitration proceedings will be concluded within one hundred and twenty (120) days from the date the arbitrator is appointed. The arbitrator may extend this time limit in the interests of justice. Failure to adhere to this time limit shall not constitute a basis for challenging the award.
Except as may be required by law, neither a party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all [arties.
The parties shall not be entitled to discovery in the arbitration, except that any Party shall be entitled to request no more than one thousand (1,000) pages of documents and to take three (3) depositions not to exceed seven (7) hours for each such deposition. Any party shall be entitled to depose any expert who will testify in the arbitration proceeding but shall pay the regular hourly rate of such expert during such deposition. In addition to the foregoing, any party shall be entitled to take the deposition of a witness who will testify at the arbitration but who is unavailable to testify at the hearing to preserve such witness’ testimony for the arbitration hearing.
The parties shall exchange a copy of all exhibits for the arbitration hearing and shall identify each witness who will testify at the arbitration, with a summary of the anticipated testimony of such witness at least ten (10) days before the arbitration hearing.
The arbitrator shall have no authority to award consequential damages. The arbitrator shall be entitled to issue injunctive and other equitable relief. The arbitrator shall award interest from the time of the breach to the time of award at the rate of 10%, or the current prejudgment interest under California law, whichever is greater.
The cost of the arbitration proceeding and any proceeding in court to confirm or to vacate any arbitration award, as applicable, including, without limitation, reasonable attorneys’ fees and costs, shall be borne by the unsuccessful party, as determined by the arbitrator, and shall be awarded as part of the arbitrator’s award. It is specifically understood and agreed that any party may enforce any award rendered pursuant to the arbitration provisions of this Section by bringing suit in the Superior Court of California for Los Angeles County. The parties agree that the arbitrator shall have authority to grant injunctive or other forms of equitable relief to any party. This Section shall survive the termination or cancellation of this Agreement.
Each party shall pay its own proportionate share of arbitrator fees and expenses, plus the fees and expenses of the arbitrator it designated and the arbitration fees and expenses of the American Arbitration Association. The arbitrator shall then be entitled to award the foregoing arbitration and administrative fees and expenses as damages in his/her discretion.
NONWAIVER. The failure of N1 to enforce any of the provisions of this Agreement shall not be construed as a waiver of N1’s right to enforce each and every provision hereof. N1 reserves the right to enforce these terms and conditions at any time and none shall be deemed waived unless such waiver is in writing signed by an authorized representative of N1. N1’s rights and remedies set forth in this Agreement are in addition to all legal and equitable rights and remedies available to N1.
ASSIGNMENT OR DELEGATION. Buyer shall not assign or delegate any or all of its rights or obligations under this Agreement without the prior written consent of N1, and any attempt to do so will be ineffective.
NO THIRD-PARTY RIGHTS. This Agreement is for the sole and exclusive benefit of the parties hereto and their permitted successors and assigns. Nothing expressed or referred to in this Agreement will be construed to give any other person any legal or equitable right, remedy or claim under or with respect this Agreement.
INDEPENDENT PARTIES. N1 and Buyer are independent parties and nothing in this Agreement shall make either party an agent, partner, joint venturer, or legal representative of the other.
HEADINGS. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.
SEVERABILITY. If any provision or part of a provision of this agreement is declared invalid, illegal, or unenforceable under applicable law, the affected provision will be considered omitted or modified to conform to applicable law. The validity, legality, and enforceability of all other remaining provisions or parts of provisions will remain in full force and effect.
INTERNATIONAL TRADE. N1 makes no representation with respect to the country of origin, qualification for duty preference or similar program, specific Harmonized Tariff Schedule Number, export jurisdiction, U.S. Munitions List category, Export Control Classification Number, or export authority of any good. N1 retains all of its duty drawback rights, and any attempt by Buyer to transfer any such rights will be void. Buyer shall not, itself or by any freight forwarder, customs broker or other agent or third party under Buyer's direction or control, designate N1 as the U.S. Principal Party in Interest (as defined in the U.S. Foreign Trade Regulations, 15 CFR Part 30) or file the Electronic Export Information with U.S. Bureau of Census ("EEI"), unless otherwise agreed in writing by an authorized representative of N1. If Buyer files an EEI without the prior written consent required by the preceding sentence, then:
the EEI will be considered to have been made without N1’s authority or permission, and any false statements to the government will be considered to have been made by Buyer or its agent, as applicable,
any affected transaction will be considered to be a routed export transaction, such that Buyer or its agent will be considered the U.S. Principal Party in Interest and exporter of record (as defined by the Foreign Trade Regulations and the Export Administration Regulations) for those transactions,
Buyer shall assume all of the responsibilities of the exporter of record for any such transactions, and
N1 will have no responsibility as the exporter of record. Buyer represents that it is not, and to the best of Buyer's knowledge, its customers, its customers' end-users and its agents are not, subject to any U.S. or other government sanction or restriction that would prohibit the sale or export by N1 of the Products or Services.
Upon N1’s request, Buyer shall provide all end-user and end-use information of which it is aware or which it could obtain with commercially reasonable efforts. Buyer shall comply strictly with all applicable U.S. export laws and regulations, and Buyer shall assist N1 in complying and documenting compliance with any applicable U.S. export laws, regulations and executive orders. Regardless of any statements on Buyer's purchase order or other documents to the contrary, N1 shall not be the importer of record (as that term is defined by U.S. law at 19 USC § 1484, or equivalent provision of non-U.S. law) with respect to a transaction governed by this Agreement, unless otherwise agreed in writing by an authorized representative of N1.
TRACEABILITY. If the Agreement obligates N1 to provide traceability on Products, N1’s obligation with respect to the Products returned to N1 (a) is limited by the accuracy and completeness of the information provided by Buyer with respect to the returned Products, and (b) will terminate if the return was not authorized in advance by N1.